Appears in 10 contracts

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers), Fund Administration Servicing Agreement (Trust for Professional Managers), Fund Administration Servicing Agreement (Trust for Professional Managers)

Appears in 6 contracts

Samples: Fund Administration Servicing Agreement (Usa Mutuals), Fund Administration Servicing Agreement (Trust for Professional Managers), Fund Administration Servicing Agreement (Trust for Professional Managers)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of ~~trustees’~~ trustees (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, ; attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 6 contracts

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of ~~trustees’~~ trustees (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, ; attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 4 contracts

Appears in 3 contracts

Appears in 2 contracts

Samples: Fund Administration Servicing Agreement (Series Portfolios Trust), Fund Administration Servicing Agreement (Trust for Advised Portfolios)

Services and Duties of USBFS. USBFS shall provide the following administration and fund accounting services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate~~’s,~~ ’s own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ Board of ~~trustees’~~ Trustees (the “Board of Trustees” or the “Trustees”) reasonably required communications, ~~such as~~including, but not limited to: a. Prepare meeting agendas and resolutions, with the assistance of ~~Fund~~ Funds’ counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. ~~Secure~~ If requested, secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ If requested, prepare minutes of meetings of the Board of Trustees and ~~Fund shareholders~~holders of the Shares (collectively, the “Shareholders”). f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to ~~shareholders~~Shareholders. g. ~~Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend~~ Attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) Keep ~~the Trust~~each Fund’s governing documents, including its ~~charter~~certificate of formation, ~~bylaws~~ Operating Agreement (and amendments thereto) and minute ~~books~~books (“Governing Documents”), but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 2 contracts

Samples: Servicing Agreement (Cushing MLP Infrastructure Fund II), Servicing Agreement (Cushing MLP Infrastructure Master Fund)

Appears in 2 contracts

Samples: Fund Administration Servicing Agreement (Needham Funds Inc), Fund Administration Servicing Agreement (Needham Funds Inc)

Appears in 2 contracts

Samples: Servicing Agreement (SCS Hedged Opportunities Master Fund, LLC), Servicing Agreement (SCS Hedged Opportunities Fund, LLC)

Services and Duties of USBFS. USBFS shall provide the following administration services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 2 contracts

Samples: Fund Administration Servicing Agreement (Underlying Funds Trust), Fund Administration Servicing Agreement (Aip Alternative Strategies Funds)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. ~~Corporate secretarial services. b.~~ Office facilities (which may be in USBFS’s’, or an affiliate’s, or the Fund’s own offices). c. b. Non-investment-related statistical and research data as ~~needed~~requested. (3) Coordinate the ~~Trust~~Company’s board of ~~trustees~~directors’ (the “Board of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of ~~Trustees~~ Directors based on financial and administrative data. c. ~~Evaluate~~ Assist with the selection of the independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of ~~Trustees~~ Directors and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. ~~Provide personnel to serve as officers of the Trust if so elected by the~~ Attend Board of ~~Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees’~~ Director’s review at such meetings. (4) Audits: a. ~~Prepare~~ For the annual Fund audit, prepare appropriate schedules and ~~assist~~ materials. Provide requested information to the independent auditors, and facilitate the audit process. b. ~~Provide~~ For SEC or other regulatory audits, provide requested information to the SEC or other regulatory agencies and facilitate the audit process. c. ~~Provide~~ For all audits, provide office facilities, as needed. (5) Assist in with overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Company. (7) Keep the ~~Trust~~Company’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Company or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset and diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~Directors. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Company in connection with (i) any certification required of the ~~Trust~~ Company pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of USBFS’ compliance program as it relates to the Company, provided the same shall not be deemed to change USBFS’s ’ standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all ~~states~~states and applicable U.S. territories. b. Monitor status and maintain registrations in each ~~state~~state and applicable U.S. territories. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the ~~Prospectus and SAI and in preparation of proxy statements as needed~~Registration Statement. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, ~~and~~ Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Company, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. f. Assist Fund counsel in preparation of proxy statements and information statements, as requested by the Company. (4) IRS Compliance: a. Monitor the ~~Trust~~Company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) ~~Asset diversification~~ Diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of ~~Trustees~~Directors, the SEC, and the independent ~~accountants~~auditor. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of ~~each class of~~ the Fund. (5) Monitor ~~the~~ expense accruals and make adjustments as necessary; notify the ~~Trust~~Company’s management of ~~any proposed adjustments~~adjustments expected to materially affect the Fund’s expense ratio. (6) Prepare ~~monthly~~ financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Statement of Cash ~~Statement~~Flows (if applicable). f. ~~Schedule of Capital Gains and Losses~~Financial Highlights. (7) ~~Prepare~~ Pursuant to Rule 31a-1(b)(9) of the 1940 Act, prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare for the review of the independent accountants and/or Fund management the federal and state tax returns including without limitation, Form 1120 RIC and applicable state returns including any necessary schedules. USBFS will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by Fund management and/or its independent accountant file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610~~1120/8613, with any necessary schedules. (2) ~~Prepare state income breakdowns where relevant~~Provide the Fund’s management and independent accountant with tax reporting information pertaining to the Fund and available to USBFS as required in a timely manner. (3) ~~File~~ Prepare Fund financial statement tax footnote disclosures for the review and approval of Fund Management and/or its independent accountant. (4) Prepare and file on behalf of Fund management Form 1099 MISC Forms for payments to disinterested Trustees and other qualifying service providers. (45) Monitor wash sale losses. (56) Calculate ~~eligible dividend income~~ Qualified Dividend Income (“QDI”) for ~~corporate~~ qualifying Fund shareholders.

Appears in 1 contract

Samples: Interim Fund Administration Servicing Agreement (Empiric Funds, Inc)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed.. Phase-4/2012 (3) Coordinate the Trust’s board of ~~trustees’~~ trustees (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, ; attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Services and Duties of USBFS. USBFS shall provide the following administration services to the <Fund: >Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ Boards of ~~trustees’~~ Directors (the “~~Board~~ Board’s of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) reasonably required communications, ~~such as~~including, but not limited to: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the ~~Board~~ Boards of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. ~~Secure~~ If requested, secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ If requested, prepare minutes of meetings of the ~~Board~~ Boards of ~~Trustees~~ Directors and Fund shareholders. f. Recommend dividend declarations to the ~~Board~~ Boards of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. ~~Provide personnel to serve as officers~~ Attend Boards of ~~the Trust if so elected by the Board of Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) Keep ~~the Trust~~each Fund’s governing documents, including its charter, ~~bylaws~~ Operating Agreement and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) ~~Asset diversification tests. (ii)~~ Total return and SEC yield calculations. (~~iii~~ii) Maintenance of books and records under Rule 31a-3. ~~(iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.~~ b. Monitor each Fund's compliance with the policies and investment limitations as set forth in its prospectus (~~the~~ “Prospectus”) and statement of additional information where relevant information is available (~~the~~ “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ each Fund in connection with any certification required of the ~~Trust~~ Fund pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder~~, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein~~. d. Monitor applicable regulatory and operational service issues, and update ~~Board~~ Boards of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make ~~a continuous offering~~ offerings of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the ~~Board~~ Boards of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the ~~Fund~~Funds. (54) Monitor the expense accruals and notify ~~the Trust~~each Fund’s management of any proposed adjustments. (65) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if applicable. f. Schedule of Capital Gains and Losses. (76) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Administration Servicing Agreement (Rochdale Core Alternative Strategies Fund LLC)

Services and Duties of USBFS. USBFS shall provide the following fund administration services to for the ~~Fund~~Funds, including but not limited to: A. General Fund Management: (1) Act as liaison among all Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS~~’s,~~ ’s or an its affiliate~~’s,~~ ’s own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s ~~board~~ Board of ~~trustees~~Trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. ~~Prepare~~ Establish meeting ~~agendas and resolutions, with the assistance of Fund counsel~~agendas. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. ~~Evaluate independent auditor~~Assist in Engaging Independent Auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees and~~ Trustees, prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) ~~Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust~~ Monitor arrangements under shareholder services or ~~its representatives for safe keeping~~similar plan. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ~~ethics~~ Ethics requirements ~~under Rule 17j-1~~ for the disinterested ~~Trustees~~Trustees of the Fund. b. Monitor Fund's compliance with the policies and investment limitations of the Trust as set forth in its current prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. ~~Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required~~ Maintain awareness of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service ~~issues,~~ issues and ~~update Board of Trustees periodically~~recommend dispositions. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Trust, each Fund, or class of shares of a Fund, as applicable, so as to enable the ~~Fund~~ Trust to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide ~~updates~~ information regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in ~~annual update of~~ updating the Prospectus and SAI and in ~~preparation of~~ preparing proxy statements ~~as needed~~and Rule 24f-2 notices. b. Prepare and file annual and semiannual ~~shareholder~~ reports, Form N-~~SAR~~SAR filings, ~~Form N-CSR, and~~ Form N-Q filings and Rule 24f-2 notices~~. As requested by the Trust, prepare and file Form N-PX filings~~. c. Coordinate the printing, filing and mailing of publicly disseminated Prospectuses and ~~shareholder~~ reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. File shareholder reports on Form N-CSR under Rule 30b2-1. f. Monitor sales of ~~Fund~~ each Fund’s shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. g. File proxy votes on Form N-PX. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter ~~M of the Internal Revenue Code of 1986, as amended (the “Code”)~~M, including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Fund’s Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent ~~accountants~~auditors. (3) Supervise the ~~Fund~~Trust’s custodian and fund accountants in the maintenance of the ~~Fund~~Trust’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, of the determination of net asset value of the Trust’s net assets and of the Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total ~~return,~~ return and expense ratio ~~and portfolio turnover rate~~ of each class of ~~the~~ each Fund, and each Fund’s portfolio turnover rate. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which ~~include,~~ include without ~~limitation,~~ limitation the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610,~~ 1120/8610 with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 Miscellaneous for payments to ~~disinterested~~ Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the ~~Trust~~Fund’s board of ~~trustees’~~ trustees (the “~~Board of Trustees” or the “Trustees~~Board”) and Board committee communications, such as: a. Prepare Board and committee meeting agendas and resolutions, with the assistance of the Fund’s adviser in-house counsel and Fund counsel. b. Prepare reports for the Board ~~of Trustees~~ and any committee based on financial and administrative data. c. ~~Evaluate~~ Assist with the selection of independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ Attend Board and Committee meetings and prepare minutes of ~~meetings of the Board of Trustees and Fund shareholders~~such meetings. f. Attend Fund shareholder meetings and prepare minutes of such meetings. g. Recommend dividend declarations to the Board ~~of Trustees~~ and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. ~~g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present~~ h. Present materials for ~~Trustees’~~ the Board’s review at ~~such meetings~~meetings where appropriate or upon reasonable request. i. Prepare and mail quarterly and annual Code of Ethics forms for Trustees who are not interested persons under the 1940 Act (the “Independent Trustees”). j. Maintain general Board calendars and regulatory filings calendars. (4) Audits: a. ~~Prepare~~ For Fund audits, prepare appropriate schedules and materials and assist independent auditors. b. ~~Provide~~ For SEC or other regulatory audits, provide information to the SEC and other regulatory agencies and facilitate audit process. c. Provide office facilities, as needed. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Fund. (7) Keep the ~~Trust~~Fund’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. (8) If requested, provide personnel for the Fund officer positions of Assistant Treasurer, Secretary and Assistant Secretary, which positions may be limited in scope as agreed by the parties. (9) Assist with state securities law filings. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Fund in connection with (i) any certification required of the ~~Trust~~ Fund pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of USBFS’ compliance program as it relates to the Fund, provided the same shall not be deemed to change USBFS’s ’ standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update the Board ~~of Trustees~~ periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements and information statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, Form N-14 (as applicable), and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and SAIs and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (43) IRS Compliance: a. Monitor the ~~Trust~~Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and ~~SAI~~SAI and proxy or information statement, as needed. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the ~~Board of Trustees~~Board, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the ~~Trust~~Fund’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Schedule of Capital Gains and Losses (7) Prepare annual and semi-annual financial statements, which include, without limitation, the following items: a. Statement of Assets and Liabilities. c. b. Statement of Operations. d. c. Statement of Changes in Net Assets. ~~e. Cash Statement. f. Schedule of Capital Gains and Losses.~~ (7) 8) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) ~~Prepare~~ If applicable, prepare and file on a timely basis appropriate federal and state tax returns ~~including, without limitation, Forms 1120/8610, with~~ including any necessary schedules. (2) Provide the Fund’s management and independent auditor with tax reporting information pertaining to the Fund and available to USBFS as required in a timely manner. (3) Prepare Fund financial statement tax footnote disclosure for the review and approval of Fund management and/or its independent auditor. (4) Prepare state income breakdowns where relevant. (35) File Form 1099 for payments to ~~disinterested~~ Independent Trustees and other service providers. (46) Monitor wash sale losses. (57) Calculate eligible dividend income for corporate shareholders. E. Repurchase Offers Provide the coordination and processing of all repurchase offers as stipulated in the prospectus. This will include: (1) the tabulation and calculation of requested shares for repurchase; (2) calculation of total shares available for repurchase; (3) calculation of actual percentage of requested shares to be redeemed.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (South Point Floating Rate Income Fund)

Services and Duties of USBFS. USBFS shall provide the following administration services to the <Fund: >Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ Boards of ~~trustees’~~ Directors (the “~~Board~~ Board’s of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) reasonably required communications, ~~such as~~including, but not limited to: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the ~~Board~~ Boards of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. ~~Secure~~ If requested, secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ If requested, prepare minutes of meetings of the ~~Board~~ Boards of ~~Trustees~~ Directors and Fund shareholders. f. Recommend dividend declarations to the ~~Board~~ Boards of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. ~~Provide personnel to serve as officers~~ Attend Boards of ~~the Trust if so elected by the Board of Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) Keep ~~the Trust~~each Fund’s governing documents, including its charter, ~~bylaws~~ Operating Agreement and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) ~~Asset diversification tests. (ii)~~ Total return and SEC yield calculations. (~~iii~~ii) Maintenance of books and records under Rule 31a-3. ~~(iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.~~ b. Monitor each Fund's compliance with the policies and investment limitations as set forth in its prospectus ~~(the~~ ( “Prospectus”) and statement of additional information where relevant information is available (~~the~~ “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ each Fund in connection with any certification required of the ~~Trust~~ Fund pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder~~, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein~~. d. Monitor applicable regulatory and operational service issues, and update ~~Board~~ Boards of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make ~~a continuous offering~~ offerings of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the ~~Board~~ Boards of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the ~~Fund~~Funds. (54) Monitor the expense accruals and notify ~~the Trust~~each Fund’s management of any proposed adjustments. (65) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if applicable. f. Schedule of Capital Gains and Losses. (76) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Administration Servicing Agreement (City National Rochdale High Yield Alternative Strategies Fund TEI LLC)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Keeley Small Cap Value Fund Inc)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Rainier Investment Management Mutual Funds)

Services and Duties of USBFS. USBFS shall provide the following ~~administration~~ administration, fund accounting and transfer agency services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ Boards of ~~trustees’~~ Directors (the “~~Board~~ Board’s of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) reasonably required communications, ~~such as~~including, but not limited to: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the ~~Board~~ Boards of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. ~~Secure~~ If requested, secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ If requested, prepare minutes of meetings of the ~~Board~~ Boards of ~~Trustees~~ Directors and ~~Fund shareholders~~holders of the Units (collectively, the “Unitholders”). f. Recommend dividend declarations to the ~~Board~~ Boards of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to ~~shareholders~~Unitholders. g. ~~Provide personnel to serve as officers~~ Attend Boards of ~~the Trust if so elected by the Board of Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) Keep ~~the Trust~~each Fund’s governing documents, including its ~~charter~~certificate of formation, ~~bylaws~~ Operating Agreement (and amendments thereto) and minute ~~books~~books (“Governing Documents”), but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) ~~Asset diversification tests~~Total return calculations. (ii~~) Total return and SEC yield calculations. (iii~~) Maintenance of books and records under Rule 31a-3. ~~(iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.~~ b. Monitor each Fund's compliance with the policies and investment limitations as set forth in its ~~prospectus~~ prospectus/offering memorandum (~~the~~ “Prospectus”) and statement of additional information where relevant information is available (~~the~~ “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ each Fund in connection with any certification required of the ~~Trust~~ Funds pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder~~, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein~~. d. Monitor applicable regulatory and operational service issues, and update ~~Board~~ Boards of ~~Trustees~~ Directors periodically. e. To the extent required under any regulation regarding anti-money laundering that may apply to the Funds, assist the Funds in their compliance with the Funds’ anti-money laundering procedures as they pertain to Unitholders. In connection with such anti-money laundering procedures USBFS represents and warrants to the Cayman Blocker that: (a) it is subject to the anti-money laundering regime of the Cayman Islands; (b) it shall maintain, on behalf of the Cayman Blocker and in accordance with the Money Laundering Regulations (as amended) of the Cayman Islands and the Guidance Notes on the Prevention and Detection of Money Laundering issued by the Cayman Islands Monetary Authority (“CIMA”), as amended from time to time (the “Guidance Notes”)(such Regulations and Guidance Notes collectively referred to as the “Regulations”), the following compliance procedures to combat money-laundering and the financing of terrorism (the “Procedures”): (i) identification and verification procedures with respect to prospective Unitholders; and (ii) recordkeeping procedures relating to (A) the foregoing verification of identity, (B) business correspondence with, and account files relating to, prospective Unitholders, to the extent that the foregoing may be relevant or useful to an investigation, including enquiries regarding complex or unusual transactions and (C) transactions of all prospective Unitholders in the Cayman Blocker; (c) in maintaining the Procedures, upon which the Cayman Blocker shall rely, USBFS shall (i) comply with its own anti-money laundering obligations under the Regulations including the maintenance of anti-money laundering policies and procedures and internal control procedures that require USBFS to develop, maintain, assess and test anti-money laundering compliance systems and controls and report suspicious activity (“internal Controls”), (ii) provide to the CIMA and the Cayman Blocker, upon request, written evidence of its suitability to perform the relevant functions on behalf of the Cayman Blocker, (iii) provide information obtained and held with respect to the prospective Shareholders in the Cayman Blocker to CIMA, upon request, and to the Financial Reporting Authority of the Cayman Islands, or its successor and other law enforcement authorities, in accordance with relevant procedures, (iv) provide the Cayman Blocker or its authorised agents with reasonable access to information which any of them may require to satisfy themselves of the reliability of USBFS’s systems and procedures, and (v) promptly comply with such requests as the Cayman Blocker may make of USBFS from time to time in order to fulfil its obligations to monitor the performance of the Procedures and the Internal Controls. (2) ~~Blue Sky~~ Regulation D Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Funds so as to enable the ~~Fund~~ Funds to make ~~a continuous offering~~ offerings of ~~its shares~~ Units in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. d. Prepare and file annual amendments, as applicable. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual ~~shareholder~~ Unitholder reports, Form N-SAR, Form N-CSR, and Form N-Q ~~filings and Rule 24f-2 notices~~filings. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and ~~shareholder~~ Unitholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of ~~Fund shares~~ Units and ensure that such ~~shares~~ Units are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. ~~(4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company~~ f. File periodic tender offer statements under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions)Rule 13e-4. C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, ~~shareholders~~Unitholders, tax authorities, performance reporting companies, the ~~Board~~ Boards of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the ~~Fund~~Funds. (54) Monitor the expense accruals and notify ~~the Trust~~each Fund’s management of any proposed adjustments. (65) Prepare ~~monthly~~ semi-annual financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if applicable. f. ~~Schedule of Capital Gains and Losses~~Notes to Financial Statements. (76) Prepare quarterly broker security transaction summaries. D. ~~Tax Reporting~~Portfolio Accounting: (1) ~~Prepare and file~~ Maintain portfolio records on a ~~timely~~ trade date basis ~~appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules~~using security trade information communicated from the Adviser. (2) ~~Prepare state income breakdowns where relevant~~Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. (3) ~~File Form 1099~~ Determine gain/loss on security sales in accordance with the Governing Documents and identify them as short-term or long-term; account for ~~payments~~ periodic distributions of gains or losses to ~~disinterested Trustees~~ Unitholders and ~~other service providers~~maintain undistributed gain or loss balances as of each valuation date. (4) ~~Monitor wash sale losses~~Calculate the Management Fee (as that term is defined in the Governing Documents), and monitor for compliance with the expense limitation arrangement as set forth in the Governing Documents. (5) ~~Calculate eligible dividend income~~ For each valuation date, calculate the expense accrual amounts in accordance with the Governing Documents or otherwise as directed by the Funds as to methodology, rate or dollar amount. (6) Process and record payments for ~~corporate shareholders~~expenses upon receipt of written authorization from the Funds. (7) For each valuation date, determine the net asset value of the Funds according to the accounting policies and procedures set forth in the Governing Documents. (8) Reconcile cash and investment balances of the Funds’ custodian. (9) Prepare monthly reports which document the adequacy of the accounting detail to support month-end ledger balances. (10) Prepare and provide various statistical data relating to the Funds as requested on an ongoing basis, including security transactions listings and portfolio valuations.

Appears in 1 contract

Samples: Servicing Agreement (SCS Hedged Opportunities (TE) Fund, LLC)

Services and Duties of USBFS. In addition to the services and duties detailed on attached Exhibit C, USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the ~~Trust~~Fund’s board of ~~trustees~~directors’ (the “Board of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of ~~Fund~~ the Fund’s counsel. b. Prepare reports for the Board of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of ~~Trustees~~ Directors and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the ~~Trust~~ Fund if so elected by the Board of ~~Trustees~~Directors, attend Board of ~~Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Company. (7) Keep the ~~Trust~~Fund’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~Directors. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Company in connection with any certification required of the ~~Trust~~ Company pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Company, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the ~~Trust~~Company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the ~~Trust~~Company’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested ~~Trustees~~ Directors and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Concorde Funds Inc)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Reynolds Funds Inc)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Advisors Series Trust)

Services and Duties of USBFS. USBFS shall provide the following ~~administration~~ administration, fund accounting and transfer agency services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ Boards of ~~trustees’~~ Directors (the “~~Board~~ Board’s of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) reasonably required communications, ~~such as~~including, but not limited to: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the ~~Board~~ Boards of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. ~~Secure~~ If requested, secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ If requested, prepare minutes of meetings of the ~~Board~~ Boards of ~~Trustees~~ Directors and ~~Fund shareholders~~holders of the Units (collectively, the “Unitholders”). f. Recommend dividend declarations to the ~~Board~~ Boards of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to ~~shareholders~~Unitholders. g. ~~Provide personnel to serve as officers~~ Attend Boards of ~~the Trust if so elected by the Board of Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) Keep ~~the Trust~~each Fund’s governing documents, including its ~~charter~~certificate of formation, ~~bylaws~~ Operating Agreement (and amendments thereto) and minute ~~books~~books (“Governing Documents”), but only to the extent such documents are provided to USBFS by the ~~Trust~~ Fund or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) ~~Asset diversification tests~~Total return calculations. (ii~~) Total return and SEC yield calculations. (iii~~) Maintenance of books and records under Rule 31a-3. ~~(iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.~~ b. Monitor each Fund's compliance with the policies and investment limitations as set forth in its ~~prospectus~~ prospectus/offering memorandum (~~the~~ “Prospectus”) and statement of additional information where relevant information is available (~~the~~ “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ each Fund in connection with any certification required of the ~~Trust~~ Funds pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder~~, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein~~. d. Monitor applicable regulatory and operational service issues, and update ~~Board~~ Boards of ~~Trustees~~ Directors periodically. e. To the extent required under any regulation regarding anti-money laundering that may apply to the Funds, assist the Funds in their compliance with the Funds’ anti-money laundering procedures as they pertain to Unitholders. In connection with such anti-money laundering procedures USBFS represents and warrants to the Cayman Blocker that: (a) it is subject to the anti-money laundering regime of the Cayman Islands; (b) it shall maintain, on behalf of the Cayman Blocker and in accordance with the Money Laundering Regulations (as amended) of the Cayman Islands and the Guidance Notes on the Prevention and Detection of Money Laundering issued by the Cayman Islands Monetary Authority (“CIMA”), as amended from time to time (the “Guidance Notes”) (such Regulations and Guidance Notes collectively referred to as the “Regulations”), the following compliance procedures to combat money-laundering and the financing of terrorism (the “Procedures”): (i) identification and verification procedures with respect to prospective Unitholders; and (ii) recordkeeping procedures relating to (A) the foregoing verification of identity, (B) business correspondence with, and account files relating to, prospective Unitholders, to the extent that the foregoing may be relevant or useful to an investigation, including enquiries regarding complex or unusual transactions and (C) transactions of all prospective Unitholders in the Cayman Blocker; (c) in maintaining the Procedures, upon which the Cayman Blocker shall rely, USBFS shall (i) comply with its own anti-money laundering obligations under the Regulations including the maintenance of anti-money laundering policies and procedures and internal control procedures that require USBFS to develop, maintain, assess and test anti-money laundering compliance systems and controls and report suspicious activity (“Internal Controls”), (ii) provide to CIMA and the Cayman Blocker, upon request, written evidence of its suitability to perform the relevant functions on behalf of the Cayman Blocker, (iii) provide information obtained and held with respect to the prospective Shareholders in the Cayman Blocker to CIMA, upon request, and to the Financial Reporting Authority of the Cayman Islands, or its successor and other law enforcement authorities, in accordance with relevant procedures, (iv) provide the Cayman Blocker or its authorised agents with reasonable access to information which any of them may require to satisfy themselves of the reliability of USBFS’ systems and procedures, and (v) promptly comply with such requests as the Cayman Blocker may make of USBFS from time to time in order to fulfil its obligations to monitor the performance of the Procedures and the Internal Controls. (2) ~~Blue Sky~~ Regulation D Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Funds so as to enable the ~~Fund~~ Funds to make ~~a continuous offering~~ offerings of ~~its shares~~ Units in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. d. Prepare and file annual amendments, as applicable. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual ~~shareholder~~ Unitholder reports, Form N-SAR, Form N-CSR, and Form N-Q ~~filings and Rule 24f-2 notices~~filings. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and ~~shareholder~~ Unitholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of ~~Fund shares~~ Units and ensure that such ~~shares~~ Units are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. ~~(4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company~~ f. File periodic tender offer statements under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions)Rule 13e-4. C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, ~~shareholders~~Unitholders, tax authorities, performance reporting companies, the ~~Board~~ Boards of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the ~~Fund~~Funds. (54) Monitor the expense accruals and notify ~~the Trust~~each Fund’s management of any proposed adjustments. (65) Prepare ~~monthly~~ semi-annual financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if applicable. f. ~~Schedule of Capital Gains and Losses~~Notes to Financial Statements. (76) Prepare quarterly broker security transaction summaries. D. ~~Tax Reporting~~Portfolio Accounting: (1) ~~Prepare and file~~ Maintain portfolio records on a ~~timely~~ trade date basis ~~appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules~~using security trade information communicated from the Adviser. (2) ~~Prepare state income breakdowns where relevant~~Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. (3) ~~File Form 1099~~ Determine gain/loss on security sales in accordance with the Governing Documents and identify them as short-term or long-term; account for ~~payments~~ periodic distributions of gains or losses to ~~disinterested Trustees~~ Unitholders and ~~other service providers~~maintain undistributed gain or loss balances as of each valuation date. (4) ~~Monitor wash sale losses~~Calculate the Management Fee (as that term is defined in the Governing Documents), and monitor for compliance with the expense limitation arrangement as set forth in the Governing Documents. (5) ~~Calculate eligible dividend income~~ For each valuation date, calculate the expense accrual amounts in accordance with the Governing Documents or otherwise as directed by the Funds as to methodology, rate or dollar amount. (6) Process and record payments for ~~corporate shareholders~~expenses upon receipt of written authorization from the Funds. (7) For each valuation date, determine the net asset value of the Funds according to the accounting policies and procedures set forth in the Governing Documents. (8) Reconcile cash and investment balances of the Funds’ custodian. (9) Prepare monthly reports which document the adequacy of the accounting detail to support month-end ledger balances. (10) Prepare and provide various statistical data relating to the Funds as requested on an ongoing basis, including security transactions listings and portfolio valuations.

Appears in 1 contract

Samples: Servicing Agreement (SCS Hedged Opportunities (1099) Fund, LLC)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Rochdale International Trade Fixed Income Fund)

Services and Duties of USBFS. USBFS shall provide the following administration services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Underlying Funds Trust)

Services and Duties of USBFS. USBFS shall provide the following fund administration services to for the ~~Fund~~Funds, including but not limited to: A. General Fund Management: (1) Act as liaison among all Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS~~’s,~~ ’s or an its affiliate~~’s,~~ ’s own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s ~~board~~ Board of ~~trustees~~Trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. ~~Prepare~~ Establish meeting ~~agendas and resolutions, with the assistance of Fund counsel~~agendas. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating ~~thereto~~hereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees and~~ Trustees, prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) ~~Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust~~ Monitor arrangements under shareholder services or ~~its representatives for safe keeping~~similar plan. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ~~ethics~~ Ethics requirements ~~under Rule 17j-1~~ for the disinterested ~~Trustees~~Trustees of the Fund. b. Monitor Fund's ’s compliance with the policies and investment limitations of the Trust as set forth in its current prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. ~~Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required~~ Maintain awareness of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service ~~issues,~~ issues and ~~update Board of Trustees periodically~~recommend dispositions. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Trust, each Fund, or class of shares of a Fund, as applicable, so as to enable the ~~Fund~~ Trust to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide ~~updates~~ information regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in ~~annual update of~~ updating the Prospectus and SAI and in ~~preparation of~~ preparing proxy statements ~~as needed~~and Rule 24f-2 notices. b. Prepare and file annual and semiannual ~~shareholder~~ reports, Form N-~~SAR, Form N-CSR, and Form N-Q~~ SAR filings and Rule 24f-2 notices~~. As requested by the Trust, prepare and file Form N-PX filings~~. c. Coordinate the printing, filing and mailing of publicly disseminated Prospectuses and ~~shareholder~~ reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. File shareholder reports under Rule 30b2-1 and Form N-CSR. f. Monitor sales of ~~Fund~~ each Fund’s shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter ~~M of the Internal Revenue Code of 1986, as amended (the “Code”)~~M, including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Fund’s Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent ~~accountants~~auditors. (3) Supervise the ~~Fund~~Trust’s custodian and fund accountants in the maintenance of the ~~Fund~~Trust’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, of the determination of net asset value of the Trust’s net assets and of the Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total ~~return,~~ return and expense ratio ~~and portfolio turnover rate~~ of each class of ~~the~~ each Fund, and each Fund’s portfolio turnover rate. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ financial statements, which ~~include,~~ include without ~~limitation,~~ limitation the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if required. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Masters Select Funds Trust)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of ~~trustees’~~ trustees (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, ; attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Purisima Funds)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the ~~Trust~~Company’s board of ~~trustees’~~ directors (the “Board of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) ~~communications~~communications (including all ordinary and extraordinary meetings of the Board, the Board Committees, and Shareholder meetings the “Meetings”), such as: a. Prepare the board meeting materials, including but not limited to agendas and resolutions, with the assistance of Fund counsel, Fund’s Chief Compliance Officer, Company and other service providers. b. Maintain a calendar of scheduled meetings. c. Prepare reports for the Board of ~~Trustees~~ Directors based on financial and administrative data, or other reports as requested by the Directors, and as agreed upon by USBFS. c. d. Evaluate independent auditor. ~~d. Secure and monitor~~ e. Monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. ~~e. Prepare~~ f. Take and prepare minutes of meetings of the Board of ~~Trustees~~ Directors, Fund shareholders and ~~Fund shareholders~~other Meetings of any committees of the Board. f. g. Recommend dividend declarations to the Board of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. ~~g. Provide personnel to serve as officers of the Trust if so elected by the~~ h. Attend Board of ~~Trustees, attend Board of Trustees~~ Directors meetings or committee meetings and present materials for ~~Trustees’~~ Director’s review at such meetings. i. Provide officers for the Fund. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund, including providing consultation regarding new product (fund/classes) structures and design. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Company. (7) ~~Keep~~ Maintain the ~~Trust~~Company’s governing documents, including its charter, ~~bylaws~~ bylaws, policies, procedures, lists of authorized persons and minute books~~, but only~~ . The Fund agrees to deliver any such documents upon conversion. (8) USBFS shall maintain all records of the Company related to its services under this Agreement as required pursuant to the ~~extent such documents are provided~~ 1940 Act. (9) Maintain CUSIP. Ticker, news media and tax identification number listing, along with SEC/Exxxx logins and passwords (as requested by Company) (10) Calculate the SEC Yield (11) Prepare and monitor mxxx-to-market of collateral for derivative products, including but not limited to ~~USBFS by the Trust or its representatives for safe keeping~~short sales, options, and other commitment obligations. (12) Prepare monthly trial balance. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) USBFS Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~Directors. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Company in connection with any certification required of the ~~Trust~~ Company pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of ~~Trustees~~ Directors periodically. e. Assist Company with examinations of the Company by the SEC or other regulatory authority. f. Provide monthly compliance reports. g. Assist the Fund’s CCO and Investment Adviser with regulatory matters. h. Prepare and/or distribute Director/Officer questionnaires annually or on a more frequent basis as requested by the Company. i. Monitor all compliance rules on a daily basis and advise Company and Company’s CCO of any violations or near violations. Company and USBFS agree to establish tolerance levels for “near-violations.” j. Prepare and distribute the Company’s compliance matrix for review. k. Monitor compliance with code of ethics for disinterested board members. l. Coordinate evaluation of service providers. (2) Blue Sky Compliance: a. Prepare and ~~file~~ file, after Company review and approval, with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each ~~state~~state and advise Fund distributor as soon as possible regarding changes in Fund blue sky status. c. Provide updates regarding material developments in state securities regulation. d. Provide quarterly reporting (or as requested) as to the status of registrations in each state, percentage of permits used and anticipated upcoming registrations or renewals. (3) SEC Registration and Reporting: a. ~~Assist Fund counsel in annual update of~~ Update the Prospectus and SAI and in preparation of proxy statements as needed, with the assistance of Fund Counsel, CCO and Company. Schedules for the completion of these items will be prepared by USBFS and presented to Company for approval. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Company, prepare and file Form N-PX filings. Prepare N-1A update. Any regulatory filing must be approved in writing by Company. Schedules for the completion of these items will be prepared by USBFS and presented to Company for approval. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule ~~17g-1~~17g-1 after Company approval and within 10 days of receipt of bond from insurance provider. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC. f. Assist Fund counsel in preparing SEC exemptive orders and No- Action request letters g. Coordinate mailings and provide at least 2 printing quotes as the ~~appropriate state authorities~~request of the Company. (4) IRS Compliance: a. Monitor the ~~Trust~~Company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). c. Provide IRS Compliance reporting to Company quarterly. Reporting may occur more frequently as agreed upon by Company and USBFS. C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and ~~notify the Trust~~provide quarterly worksheets to Company’s management of along with any proposed ~~adjustments~~adjustments for review and approval. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare ~~quarterly~~ monthly broker security transaction summaries. (8) Provide monthly Fund Performance calculations (including benchmark data) (9) Prepare monthly fact sheets (10) Report Fund data to rating agencies and RIC survey companies, after approval by Company. (11) Notify the Company of estimated periodic distributions of earnings to shareholders 5 days prior to the distribution being paid. (12) Produce financials using GAAP and the SEC’s Regulations S-X. (13) Provide data to the relevant service providers to update the registration statement of the Company, and prepare the Company’s tax return and financial statements. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610~~1120/8613, with any necessary schedules, updates or amendments, after coordination and approval of Company and Fund’s Tax Auditors. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested ~~Trustees~~ Directors and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. (6) Provide PFIC Analysis as requested by Company (7) Calculate required distributions to maintain the qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”) (8) Calculate and report to the Company tax compliance and related data (9) Prepare financial statement tax provisions (10) Calculate income distributions for Funds that declare income distributions more often than annually but not daily and calculate capital gain distributions (in addition to the typical calendar year end capital gain distributions) (11) Prepare, and subject to approval by the Company, distribute to appropriate parties notices announcing the declaration of distributions of shareholders (12) Prepare and distribute the Excise Tax (13) Tax personnel will be available for questions as requested.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Wintergreen Fund, Inc.)

Services and Duties of USBFS. USBFS shall provide the following administration services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the ~~Trust~~Company’s board of ~~trustees’~~ directors (the “Board of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare board packages in advance of each board meeting and send to the meeting attendees. f. Prepare draft minutes of meetings of the Board of ~~Trustees~~ Directors, committees thereof and Fund shareholders. f. g. Recommend dividend declarations to the Board of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. ~~g. Provide personnel to serve as officers of the Trust if so elected by the~~ h. Attend Board of ~~Trustees, attend Board of Trustees~~ Directors meetings and present materials for ~~Trustees~~Director’s review at such meetings. i. Provide personnel to act as officers of the Funds, attend meetings of the Board of Directors and present materials for Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Company. (7) Keep the ~~Trust~~Company’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Company or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~Directors. b. Monitor ~~Fund's~~ Funds’ compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Company in connection with any certification required of the ~~Trust~~ Company pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Funds so as to enable the ~~Fund~~ Funds to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. ~~Assist~~ Prepare and file (with the assistance of Fund ~~counsel in~~ counsel) the annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. ~~As requested by the Trust, prepare~~ Prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of ~~Fund~~ each Fund’s shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the ~~Trust~~Company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of ~~Trustees~~Directors, the SEC, and independent accountants, as required. (3) Supervise the ~~Fund’s~~ Funds’ custodian and fund accountants in the maintenance of the ~~Fund’s~~ Funds’ general ~~ledger~~ ledgers and in the preparation of the ~~Fund’s~~ Funds’ financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the ~~Fund~~Funds. (5) Monitor the expense accruals and notify the ~~Trust~~Company’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610~~1120/8613, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested ~~Trustees~~ Directors and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Service Standards USBFS agrees to provide the services set forth in the Section 2 in accordance with the applicable service standards set forth in Exhibit C.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Prospector Funds, Inc.)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (AssetMark Funds II)

Services and Duties of USBFS. USBFS shall provide the following ~~administration~~ subadministration services to the ~~Fund~~Funds: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s’, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as ~~needed~~reasonable required by the Funds. (3) Coordinate the ~~Trust’s board~~ Funds’ respective Boards of ~~trustees’ (the “Board of Trustees” or the “Trustees”)~~ Directors reasonably required communications, ~~such as~~including, but not limited to the following: a. Prepare materials for meetings of the Boards of Directors, including as applicable, meeting ~~agendas~~ agendas, resolutions and ~~resolutions~~periodic questionnaires, with the assistance of Fund counsel. b. Prepare reports for the ~~Board~~ Boards of ~~Trustees~~ Directors based on financial and administrative data, including topics covering (i) regulatory and industry developments of general applicability, and (ii) the Fund’s operations. c. Evaluate independent auditor. d. ~~Secure~~ If requested, solicit proposals for, analyze, secure and monitor fidelity bond and director and ~~officer~~ officer/errors & omissions liability insurance coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. ~~Prepare~~ Prepare, file and maintain minutes of meetings of the ~~Board~~ Boards of ~~Trustees~~ Directors and any committee thereof and Fund ~~shareholders~~shareholders (the “Shareholders”). f. ~~Recommend~~ If applicable, recommend dividend declarations to the ~~Board~~ Boards of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to ~~shareholders~~Shareholders. g. ~~Provide personnel to serve as officers~~ Attend Boards of ~~the Trust if so elected by the Board of Trustees, attend Board of Trustees~~ Directors meetings or any committee thereof and present materials for ~~Trustees~~Directors’ review at such meetings. h. Maintain a calendar of scheduled meetings of the Boards of Directors. i. Distribute materials for meetings of the Boards of Directors, including materials that have been approved or supplied by the Fund’s investment adviser, Administrator, counsel, auditors, custodians and other service providers. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Prepare draft financial statements and footnotes in conjunction with the annual audit of the Funds. c. Provide information to the SEC and facilitate audit process. c. d. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Funds. (7) ~~Keep the Trust~~Maintain each Fund’s governing documents, including its ~~charter~~Agreements and Declarations of Trust, ~~bylaws~~ Memorandum & Articles of Association (together with the Fund’s PPM and SAI (as defined below), the “Governing Documents”), and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Administrator or its representatives for safe keeping. (8) Assist the Fund’s officers in the negotiation of agreements to which the Fund is a party that are related to the operations of the Fund. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) ~~Asset diversification tests. (ii)~~ Total return and SEC yield calculations. (~~iii~~ii) Maintenance of books and records under Rule 31a-3. ~~(iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.~~ b. Monitor each Fund's compliance with the policies and investment limitations as set forth in its ~~prospectus~~ private placement memorandum (~~the~~ “~~Prospectus~~PPM”) and statement of additional information where relevant information is available (~~the~~ “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ each Fund in connection with any certification required of the ~~Trust~~ Fund pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) ), the 1940 Act or any rules or regulations promulgated by the SEC thereunder~~, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein~~. d. Monitor and assist the Fund’s investment adviser and other appropriate persons (including, the Fund’s Chief Compliance Officer) with respect to applicable regulatory and operational service ~~issues~~issues (including, without limitation, under conditions of applicable SEC staff “no-action” letters), the implementation, administration and updating of the Fund’s compliance program, policies, procedures, committee charters and similar documents, and update ~~Board~~ Boards of ~~Trustees~~ Directors periodically. e. Produce quarterly compliance reports for the Fund’s Chief Compliance Officer and the Fund’s Boards of Trustees. f. Coordinate examinations of the Fund by the staff of the SEC or other regulatory authorities, the responses to those examinations and the responses to general communications from those authorities. (2) ~~Blue Sky Compliance: a. Prepare~~ State and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in preparing annual ~~update~~ or other periodic updates of the ~~Prospectus~~ PPM and ~~SAI~~ SAI, including in connection with post-effective amendments of TEI’s and the Master Funds’ respective registration statements on Form N-2, and in preparation of proxy ~~statements as needed~~statements. b. Prepare and file with the SEC (upon the Fund’s approval) annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q ~~filings~~ filings, joint insurance policy filings, and Rule 24f-2 notices. As requested by the ~~Trust~~Fund, prepare and file Form N-PX filings. c. Coordinate the printing, filing with the SEC (upon the Fund’s approval) and mailing of ~~Prospectuses~~ PPMs and shareholder reports, and amendments and supplements thereto, documentation related to each Fund’s periodic tender offers to repurchase Shares (including, without limitation, Schedules TO, Letters to Shareholders, Letters of Transmittal and Offers to Purchase), and as needed, proxy statements to Shareholders. d. File with SEC fidelity bond and related documents under Rule ~~17g-1~~17g-1 of the 1940 Act. e. In cooperation with personnel of the Administrator under the supervision of the Boards of Directors, prepare documentation for filing with SEC related to each Fund’s periodic tender offers to repurchase Shares, including, without limitation, Schedules TO, Letters to Shareholders, Letters of Transmittal and Offers to Purchase. f. Monitor sales of ~~Fund shares~~ Shares and ~~ensure that such shares are properly registered~~ prepare and timely file (or ~~qualified~~pre-file, as ~~applicable,~~ required) with the SEC and applicable state securities commissioners all applicable filings with respect to the ~~appropriate state authorities. (4) IRS Compliance: a. Monitor~~ private placement of such Shares under the ~~Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”)~~1933 Act and applicable rules and regulations adopted thereunder, including ~~without limitation~~preparation, ~~review~~ amendment and filing of ~~the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate~~ Form D and related documents required ~~distributions (including excise tax distributions)~~under any applicable state securities laws. C. Financial Reporting: (1) Provide financial data required by the ~~Prospectus~~ PPM and SAI. (2) Prepare financial reports for officers, ~~shareholders~~Shareholders, tax authorities, performance reporting companies, the ~~Board~~ Boards of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ~~ratio~~ ratio, fees and expenses table and expense example, and portfolio turnover rate of each class of the ~~Fund~~Funds. (54) Monitor the expense accruals and notify ~~the Trust~~each Fund’s management of any proposed adjustments. (65) ~~Prepare~~ Provide monthly financial information and prepare quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement, if applicable. f. Schedule of Capital Gains and Losses. (76) Prepare quarterly broker security transaction summaries. (7) Upon request, prepare Fund budgets, pro-forma financial statements, expense and profit/loss projections, and fee waiver/expense reimbursement projections on a periodic basis. (8) If authorized by the Funds, report the Fund’s fund data to investment company industry survey companies (e.g., Lipper, Inc.) and applicable data to rating agencies (such as Standard & Poors) that rate the Fund. D. General Accounting: (1) Maintain portfolio records on a trade date basis using security trade information communicated from the Manager. (2) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. (3) Determine gain/loss on security sales in accordance with Generally Accepted Accounting Principles (GAAP) and the Governing Documents and identify them as short-term or long-term; account for periodic distributions of gains or losses to Shareholders and maintain undistributed gain or loss balances as of each valuation date. (4) Calculate the Management Fee (as that term is defined in the PPM), and monitor for compliance with the expense limitation arrangement as set forth in the Governing Documents. (5) Maintain records with respect to any investment management fees waived by the Adviser and/or expenses paid by the Adviser, along with the available and actual recovery of such fees and expenses by the Adviser within the periods applicable to such recovery. (6) For each valuation date, calculate the expense accrual amounts in accordance with the Governing Documents or otherwise as directed by the Funds as to methodology, rate or dollar amount. (7) Process and record payments for expenses upon receipt of written authorization from the Funds. (8) For each valuation date, determine the net asset value of the Funds according to the accounting policies and procedures set forth in the Governing Documents under the supervision of the Boards of Directors. (9) Reconcile cash and investment balances of the Funds’ custodian. (10) Prepare monthly reports which document the adequacy of the accounting detail to support month-end ledger balances. (11) Prepare and provide various statistical data relating to the Funds as requested on an ongoing basis, including security transactions listings and portfolio valuations. (12) Account for capital contributions and withdrawals on a timely basis in accordance with the Governing Documents. (13) Calculate per Share net asset value, per Share net earnings, and other per Share amounts reflective of the Funds’ operations at such time as required by the nature and characteristics of the Funds (or as specified in the Governing Documents). (14) Communicate, at an agreed upon time, the per Share price for each valuation date. (15) Prepare allocations of profit, loss, special and other allocations among the Shareholders in accordance with the allocation methodology identified in the PPM and Governing Documents. (16) Monitor and allocate any “new issue” income among the Shareholders in accordance with applicable National Association of Securities Dealers, Inc., rules. F. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, ~~Forms 1120/8610,~~ Form 1065 with any necessary ~~schedules~~schedules including Schedule K-1. Coordinate receipt of Schedules K-1 and/or other relevant financial information from the Funds’ investments which is necessary for completion of the Funds’ tax returns. (2) Calculate the adjusted tax basis of securities held by the Funds in accordance with Section 754 of the Code. (3) Prepare state income breakdowns where ~~relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers~~relevant when due. (4) ~~Monitor wash sale losses~~File Form 1099 Miscellaneous for payments to service providers when due. (5) Monitor tax items requiring special treatment, including wash sale losses in accordance with Section 1091 of the Code, straddles (Code Section 1092), 1256 contracts, constructive sales (Code Section 1259), short sales (Code Section 1233), foreign currency gain and loss (Code Section 988), foreign taxes paid, and passive foreign investment company interests. (6) Calculate eligible dividend income for corporate ~~shareholders~~Shareholders and qualified dividend income on an annual basis for Shareholders who are individuals. (7) If relevant, monitor the amount of unrelated business taxable income earned by the Funds. (8) Perform tax withholding, deposits and reporting with respect to non-U.S. Shareholders, if any. (9) Maintain tax identification number listings.

Appears in 1 contract

Samples: Subadministration Servicing Agreement (At Fund of Funds TEI)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of ~~trustees’~~ trustees (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, ; attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Bridges Investment Fund Inc)

Services and Duties of USBFS. USBFS shall provide the following sub-administration services as may be authorized and directed by the Company from time to ~~the Fund~~time: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel, as requested. b. Prepare reports for the Board of Trustees based on financial and administrative ~~data~~data as requested. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, if requested, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of ~~Trustees~~ Trustees, Board Committees, and Fund ~~shareholders~~shareholders as requested. f. Recommend dividend and capital gain distribution declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. ~~Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend~~ Attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the ~~Fund~~Funds. (6) Pay Fund expenses upon written authorization from the Trust. (7) Oversee and review calculations of fees paid to the Funds’ investment adviser, sub-administrator, custodian, fund accountant, distributor and transfer agent, including i) preparation of Rule 12b-1 payments and sub-transfer agent payments for non-standard broker-dealers, ii) review of standard agreement payments calculated by the transfer agent, and iii) participation in the maintenance of databases. (8) Prepare and disseminate vendor survey information. (9) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor ~~Fund's~~ Funds’ compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (43) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the ~~Fund’s~~ Funds’ custodian and fund accountants in the maintenance of the ~~Fund’s~~ Funds’ general ledger and in the preparation of the ~~Fund’s~~ Funds’ financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of ~~each class of~~ the ~~Fund~~Funds. (5) Monitor the expense ~~accruals~~ accruals, prepare budgets for the Funds, and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ quarterly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Sub Administration Servicing Agreement (Ariel Investment Trust)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (MainGate Trust)

Services and Duties of USBFS. USBFS shall provide the following administration services to ~~the~~ each Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the communications of the Trust’s ~~board~~ Board of ~~trustees’~~ Trustees (the “Board of ~~Trustees~~Trustees ” or the “Trustees”) ~~communications,~~ such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. Provide attorney to record and review board meeting minutes, oversee board meeting preparation process and perform trust secretarial duties for the Funds. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. ~~Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend~~ Attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. A senior manager from USBFS shall attend Board of Trustees meetings semi-annually. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund, including monitoring the fair value operations of FT Interactive and monitoring regular and effective communications with the Trust’s other service providers. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or ~~its~~ their representatives for safe keeping. (8) Conduct a monthly strategic overview and service requirement review. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.. 09/25/08 2 b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). (5) CCO Compliance: Assist the Trust’s Chief Compliance Officer as reasonably requested in connection with the preparation of annual and special reports to the Board of Trustees and routine examinations of the Trust by Trustee. C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the ~~Fund~~Trust’s custodian and fund accountants in the maintenance of the ~~Fund~~Trust’s general ledger and in the preparation of the ~~Fund~~Trust’s financial statements, including oversight of expense accruals and payments, the determination of net asset value of each Fund and the net asset value per share of the Fund, and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor ~~the~~ expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare ~~monthly~~ annual and semi-annual financial statements, which include, if applicable, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610~~1120/8613, with any necessary schedules. (2) Prepare state income breakdowns where relevant.. 09/25/08 4 (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Eagle Portal System: The Eagle Portal System (the “System”, “Advisor Information Source” or “AIS”) is a web-based report delivery system that generates holding, position and tax reports. Data from IDC, CPORT, S&P and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff. (1) Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m to 3:00 p.m. Central Time. (2) Supply necessary software to access the System, if necessary. (3) Provide training and connectivity support as outlined in the pricing model agreed upon by the parties. (4) Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours. (5) Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. (6) Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System. 09/25/08 5 (7) Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System. (8) Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary. (9) Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation: a. Encryption/secure transport protocols. b. End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System). c. User ID and password issuance and reissuance standards. d. Access standards, including limits on access to End Users whose accounts are coded for privilege. e. Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes). (10) Ensure that the HTTPS Server is accessible via the Internet.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Brandes Investment Trust)

Services and Duties of USBFS. USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service ~~providers~~providers that are affiliated with USBFS. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the ~~Trust~~Company’s ~~board~~ Board of ~~trustees~~Directors’ (the “Board of ~~Trustees~~Directors” or the “~~Trustees~~Directors”) communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of ~~Trustees~~ Directors based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of ~~Trustees~~ Directors and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees~~ Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the ~~Trust~~ Company if so elected by the Board of ~~Trustees~~Directors, attend Board of ~~Trustees~~ Directors meetings and present materials for ~~Trustees~~Directors’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the ~~Trust~~Company. (7) Keep the ~~Trust~~Company’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the ~~Trust~~ Company or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested ~~Trustees~~Directors. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the ~~Trust~~ Company in connection with any certification required of the ~~Trust~~ Company pursuant to the ~~Sxxxxxxx~~Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of ~~Trustees~~ Directors periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the ~~Trust~~Company, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the ~~Trust~~Company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of ~~Trustees~~Directors, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the ~~Trust~~Company’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610~~1120/8613, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested ~~Trustees~~ Directors and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders. E. Service Standards USBFS agrees to provide the services set forth in this Section 2 in accordance with the applicable service standards set forth in Exhibit B

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Fairholme Funds Inc)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Direxion Insurance Trust)

Services and Duties of USBFS. Subject to the supervision of the board of trustees of the Trust (the “Board of Trustees” or the “Trustees”)), USBFS shall provide the following administration services to the Fund: A. General Fund Management: (1) Act as liaison among Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS’s, or an affiliate’s, own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s ~~board of trustees’ (the “~~Board of ~~Trustees” or the “Trustees”)~~ Trustees communications, such as: a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. Evaluate independent auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of Trustees and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to (i) serve as officers of the ~~Trust~~ Company if so elected by the Board of Trustees, (ii) attend Board of Trustees meetings and (iii) present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust or its representatives for safe keeping. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. b. Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide updates regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed. b. Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Trust, prepare and file Form N-PX filings. c. Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants. (3) Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which include, without limitation, the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Cushing MLP Funds Trust)

Services and Duties of USBFS. USBFS shall provide the following fund administration services to for the Fund, including but not limited to: A. General Fund Management: (1) Act as liaison among all Fund service providers. (2) Supply: a. Corporate secretarial services. b. Office facilities (which may be in USBFS~~’s,~~ ’s or an its affiliate~~’s,~~ ’s own offices). c. Non-investment-related statistical and research data as needed. (3) Coordinate the Trust’s ~~board~~ Board of ~~trustees~~Trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as: a. ~~Prepare~~ Establish meeting ~~agendas and resolutions, with the assistance of Fund counsel~~agendas. b. Prepare reports for the Board of Trustees based on financial and administrative data. c. ~~Evaluate independent auditor~~Assist in Engaging Independent Auditor. d. Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto. e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders. f. Recommend dividend declarations to the Board of ~~Trustees and~~ Trustees, prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. g. Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees, attend Board of Trustees meetings and present materials for Trustees’ review at such meetings. (4) Audits: a. Prepare appropriate schedules and assist independent auditors. b. Provide information to the SEC and facilitate audit process. c. Provide office facilities. (5) Assist in overall operations of the Fund. (6) Pay Fund expenses upon written authorization from the Trust. (7) ~~Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Trust~~ Monitor arrangements under shareholder services or ~~its representatives for safe keeping~~similar plan. B. Compliance: (1) Regulatory Compliance: a. Monitor compliance with the 1940 Act requirements, including: (i) Asset diversification tests. (ii) Total return and SEC yield calculations. (iii) Maintenance of books and records under Rule 31a-3. (iv) Code of ~~ethics~~ Ethics requirements ~~under Rule 17j-1~~ for the disinterested ~~Trustees~~Trustees of the Fund. b. Monitor Fund's compliance with the policies and investment limitations of the Trust as set forth in its current prospectus (the “Prospectus”) and statement of additional information (the “SAI”). c. ~~Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required~~ Maintain awareness of the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. d. Monitor applicable regulatory and operational service ~~issues,~~ issues and ~~update Board of Trustees periodically~~recommend dispositions. (2) Blue Sky Compliance: a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the ~~Fund~~ Trust, the Fund, or class of shares of the Fund, as applicable, so as to enable the ~~Fund~~ Trust to make a continuous offering of its shares in all states. b. Monitor status and maintain registrations in each state. c. Provide ~~updates~~ information regarding material developments in state securities regulation. (3) SEC Registration and Reporting: a. Assist Fund counsel in ~~annual update of~~ updating the Prospectus and SAI and in ~~preparation of~~ preparing proxy statements ~~as needed~~and Rule 24f-2 notices. b. Prepare and file annual and semiannual ~~shareholder~~ reports, Form N-~~SAR~~SAR filings, ~~Form N-CSR, and~~ Form N-Q filings and Rule 24f-2 notices~~. As requested by the Trust, prepare and file Form N-PX filings~~. c. Coordinate the printing, filing and mailing of publicly disseminated Prospectuses and ~~shareholder~~ reports, and amendments and supplements thereto. d. File fidelity bond under Rule 17g-1. e. File shareholder reports on Form N-CSR under Rule 30b2-1. f. Monitor sales of ~~Fund~~ the Fund’s shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. g. File proxy votes on Form N-PX. (4) IRS Compliance: a. Monitor the Trust’s status as a regulated investment company under Subchapter ~~M of the Internal Revenue Code of 1986, as amended (the “Code”)~~M, including without limitation, review of the following: (i) Asset diversification requirements. (ii) Qualifying income requirements. (iii) Distribution requirements. b. Calculate required distributions (including excise tax distributions). C. Financial Reporting: (1) Provide financial data required by the Fund’s Prospectus and SAI. (2) Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent ~~accountants~~auditors. (3) Supervise the ~~Fund~~Trust’s custodian and fund accountants in the maintenance of the ~~Fund~~Trust’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, of the determination of net asset value of the Trust’s net assets and of the Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders. (4) Compute the yield, total ~~return,~~ return and expense ratio ~~and portfolio turnover rate~~ of each class of the Fund, and the Fund’s portfolio turnover rate. (5) Monitor the expense accruals and notify the Trust’s management of any proposed adjustments. (6) Prepare monthly financial statements, which ~~include,~~ include without ~~limitation,~~ limitation the following items: a. Schedule of Investments. b. Statement of Assets and Liabilities. c. Statement of Operations. d. Statement of Changes in Net Assets. e. Cash Statement. f. Schedule of Capital Gains and Losses. (7) Prepare quarterly broker security transaction summaries. D. Tax Reporting: (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms ~~1120/8610,~~ 1120/8610 with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 Miscellaneous for payments to ~~disinterested~~ Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (Trust for Professional Managers)

Common use of Services and Duties of USBFS Clause in Contracts