CONSULTING AGREEMENT
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This Consulting Agreement (the “Agreement”) is effective August 2, 2011 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 (“NLCS”), and VERTICAL CAPITAL INCOME FUND, a registered investment company organized as a Delaware business trust, located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”).
I. SCOPE OF SERVICES
NLCS will provide compliance services to the Trust as set forth herein and assist the Trust in complying with the Federal Securities Laws (defined by Rule 38a-1) and meeting its responsibilities as outlined by Rule 38a-1 under the Investment Company Act of 1940, as amended (the “1940 Act”).
Phase I - Risk Management and Policies and Procedures Review
As part of the risk management and policies and procedures review, NLCS will perform the services listed below.
a.
Evaluation of Internal Control Structure
1.
Conduct interviews with certain employees throughout the business lines of the Trust that are responsible for the day-to-day operations of the Trust in relation to compliance with the Federal Securities Laws by the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust (collectively the “Service Providers”).
2.
Assess from the interviews the operational risks and compliance with stated policies and procedures of the Trust and its Service Providers.
3.
Review internal audit and other reports maintained by the Trust and, to the extent practicable, its Service Providers, related to compliance with the Federal Securities Laws.
4.
Review any written policies and procedures provided pursuant to Item b below to assess the appropriateness of such documents with respect to compliance with the Federal Securities Laws by the Trust and its Service Providers.
b.
Policies and Procedures
Conduct a detailed review and assessment of the Trust's policies and procedures pertaining to compliance with the Federal Securities Laws. This review will cover among other things, policies and procedures relating to:
1.
Pricing of portfolio securities and Fund shares, with a focus on the following items within the pricing policies and procedures:
a)
Monitoring for circumstances that may necessitate the use of fair value prices;
b)
Establishing criteria for determining when market quotations are no longer reliable for a particular portfolio security;
c)
Providing a methodology or methodologies by which the Funds determine the current fair value of the portfolio securities; and
d)
Reviewing the appropriateness and accuracy of the methodology used in valuing securities, including making any necessary adjustments.
2.
Processing of fund shares, with a focus on the following items:
a)
Segregation of investor orders received before the Funds price their shares from those that were received after the Funds price their shares; and
b)
Methodology used by the Funds to protect themselves and their shareholders against late trading.
3.
Identification of affiliated persons to ensure that any transactions with affiliated persons are executed in compliance with the 1940 Act.
4.
Protection of nonpublic information, including:
a)
Prohibitions against trading portfolio securities on the basis of information acquired by analysts or portfolio managers employed by the Trust or its Service Providers;
b)
Disclosure to third parties of material information about the Funds' portfolios, trading strategies, or pending transactions; and
c)
Purchase or sale of Fund shares by the Trust or its Service Provider's personnel based on material, nonpublic information about the Funds' portfolios.
5.
Compliance with fund governance requirements, including the procedures to guard against:
a)
Improperly constituted board of trustees of the Trust (the “Board”);
b)
Failure of the Board to properly consider matters entrusted to it; and
a)
Failure of the Board to request and consider information required by the 1940 Act from the Trust and its Service Providers.
6.
The excessive short-term trading of mutual fund shares that may be harmful to the Funds, including a focus on the following areas:
a)
Consistency of policies and procedures with the Funds' disclosed policies regarding market timing;
b)
Monitoring of shareholder trades or flows of money in and out of the funds in order to detect market timing activity;
c)
Enforcement of the Funds' policies regarding market timing;
d)
Prevention of short-term trading waivers that would harm the Funds or their shareholders or subordinate the interests of the Funds or their shareholders to those of the Trust or any other affiliated person or associated person of the Trust; and
e)
Reporting to the Funds' Board regarding all waivers granted, so that the Board can determine whether the waivers were proper.
7.
Document retention and business continuity.
In addition, NLCS shall conduct a review of the policies and procedures of the Trust’s Service Providers, as they relate to the Trust’s compliance with the Federal Securities Laws.
Investment Adviser Review
The review of the policies and procedures of each Fund’s investment adviser shall cover, among other things, to the extent applicable to the Trust:
a)
Portfolio management processes, including allocation of investment opportunities among clients and consistency of portfolios with clients' investment objectives, disclosures by the Trust, and applicable regulatory restrictions;
b)
Trading practices, including procedures by which the Trust satisfies its best execution obligation, uses client brokerage to obtain research and other services ("soft dollar arrangements"), and allocates aggregated trades among clients;
c)
Proprietary trading of the Trust and personal trading activities of supervised persons;
d)
The accuracy of disclosures made to investors, clients, and regulators, including account statements and advertisements;
e)
Safeguarding of client assets from conversion or inappropriate use by advisory personnel;
f)
The accurate creation of required records and their maintenance in a manner that secures them from unauthorized alteration or use and protects them from untimely destruction;
g)
Marketing of advisory services, including the use of solicitors;
h)
Processes to value client holdings and assess fees based on those valuations;
i)
Safeguards for the privacy protection of client records and information; and
j)
Business continuity plans.
It is understood that the chief compliance officer of each Fund’s investment adviser is primarily responsible for compliance by such organization with Rule 206(4)-7 under The Investment Advisers Act of 1940, as amended, and for overseeing, with respect to the portfolios they advise, each of the foregoing items.
Underwriter Review
The review of the policies and procedures of each Fund’s underwriter shall cover, among other things, to the extent applicable to the Trust:
a)
The accuracy of disclosures made to investors, clients, and regulators, including account statements and advertisements;
b)
The accurate creation of required records and their maintenance in a manner that secures them from unauthorized alteration or use and protects them from untimely destruction;
c)
Proprietary trading of the Trust and personal trading activities of supervised persons;
d)
The Fund’s selling agreement process;
e)
Payments of 12b-1 fees to selling brokers;
f)
Anti-money laundering policies and procedures;
g)
Advertising review process, submission of materials to FINRA and the maintenance of advertising review records; and
h)
Business continuity plans.
Fund Administrator, Fund Accounting and Fund Transfer Agent Review
The review of the policies and procedures of each Fund’s administrator, fund accountant and transfer agent shall cover, among other things, to the extent applicable to the Trust:
a)
The accuracy of disclosures made to investors, clients, and regulators, including account statements and advertisements;
b)
Maintenance of fund records including Board materials and correspondence with regulators;
c)
Proprietary trading of the Trust and personal trading activities of supervised persons;
d)
Maintenance of Fund records;
e)
Processes to ensure timely filing of Fund reports;
f)
Auditors comments noted in SAS 70 reports;
g)
Anti-money laundering policies and procedures; and
h)
Business continuity plans.
As part of its review, NLCS may rely on summaries, reviews or statements prepared by the officers, legal personnel and compliance officers of a Service Provider or a third party.
Each Service Provider is responsible for proper developments and implementation of its policies and procedures. Although NLCS performs a review of each Service Providers policies, procedures and standard business practices, NLCS is not responsible and cannot ensure that all necessary policies are adopted and implemented by such Service Provider.
Phase II - Amending and Drafting of Policies and Procedures
Based on the analysis performed under Phase I of the engagement, NLCS will conduct any additional research that is necessary in order to ensure that the current practices of the Trust are in compliance with the Federal Securities Laws and relevant rules promulgated thereunder. Additionally, NLCS will recommend amendments and draft policies and procedures for the areas identified in Phase I, including amending the policies and procedures as they pertain to:
a.
Consistency with regulatory expectations of risk based policies and procedures;
b.
Maintaining compliance with SEC regulations, under Rule 38a-1 under the 1940 Act; and
c.
Consistency within the structure, organization, and format of the policies and procedures.
Any amendments to the policies and procedures drafted by NLCS will be based on industry best practices and regulatory pronouncements. Upon completion of Phase II, the Trust will have customized policies and procedures that are designed to assist the Trust in complying with Rule 38a-1 under the 1940 Act. These procedures will be compiled in a manual that also will describe the overall implementation of the Trust’s Compliance Program (the “Compliance Program Manual”). This Compliance Program Manual will serve as the Trust’s primary policy and procedures manual and will include summaries of the compliance policies and procedures of each of the Fund’s Service Providers.
Phase III – Ongoing Monitoring and Board Reporting
Once the Trust’s Compliance Program Manual is complete, the Trust’s chief compliance officer (the “CCO”) will present it to the Board for Approval.
Thereafter, the Trust’s CCO will create any appropriate records and monitor the Trust’s Compliance Program for effectiveness, including ongoing dialogue with key compliance personnel at the Trust’s Service Providers.
The Trust’s CCO will conduct an annual review to assess compliance with the Trust’s Compliance Program and its overall effectiveness, and will prepare a written report to the Trust’s Board annually, within sixty calendar days of the completion of the annual review, that addresses the operation of the policies and procedures of the Fund and its Service Providers, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review, and each “Material Compliance Matter” as defined in Rule 38a-1 of the 1940 Act.
II. STAFFING AND TIMING
Under the terms of this Agreement, NLCS will provide the services of Xxxxx Xxxxxxxxx, who shall be appointed by the Board as the CCO for the Trust and each Fund of the Trust. In addition, NLCS will provide support staff to Xx. Xxxxxxxxx to assist him in all aspects of his duties under this Agreement. Xx. Xxxxxxxxx will lead the engagement and will have overall supervisory responsibility for the ongoing obligations hereunder. A brief biography for Xx. Xxxxxxxxx is included in Appendix C to this Agreement.
The timeline for this engagement, although subject to change, will be as follows:
ON-SITE
The on-site portion will consist primarily of reviewing the policies and procedures identified in Phase I above as well as interviews of the relevant personnel throughout the different business lines of the Trust.
Visits to Service Providers of the Trust will include:
1)
On-site visit to each Fund’s administrator, fund accountant and transfer agent.
2)
On-site visit to each Fund’s principal underwriter.
3)
On-site visits to each Fund’s investment adviser.
4)
Visits to each of the foregoing Service Providers will include consultation with the chief compliance officer of the respective Service Provider.
OFF-SITE
The off-site portion of this engagement will consist of NLCS devoting significant time reviewing notes from its visits with the Service Providers, continuing follow-up and communication with necessary Service Provider personnel, Trust officers, legal advisors, etc. and preparing any amendments and drafting new policies and procedures as may be required under Phase II.
III. PAYMENT
In consideration of the timely and satisfactory performance of the services indicated above, NLCS shall be compensated as indicated in the attached Appendix B. The payment of all fees and the reimbursement of all out of pocket expenses, defined on Appendix B (“Out of Pocket Expenses”) shall be due and payable within fifteen (15) days of receipt of an invoice from NLCS (the “Due Date”). Interest may accrue, at the maximum amount permitted by law, on any invoice balance that remains unpaid after its Due Date.
IV. INDEPENDENT CONTRACTOR
NLCS shall act as an independent contractor and not as an agent of the Trust and NLCS shall make no representation as an agent of the Trust, except that the CCO shall act as an appointed officer of the Trust and shall be empowered with full responsibility and authority to develop and enforce appropriate policies and procedures for the Trust.
NLCS does not offer legal or accounting services and does not purport to replace the services provided by legal counsel or that of a certified public accountant. If contracts are provided, they will be forms only and the provision of such contracts does not constitute and should not be deemed to be legal advice. The representatives of NLCS are experts, and as such will make every reasonable effort to provide the services described in this Agreement. However, there is no guarantee that work performed by NLCS will be favorably received by any regulatory agency.
Though NLCS's work may involve analysis of accounting and financial records, at no time will work performed by NLCS be deemed to be an audit of the Trust in accordance with generally accepted auditing standards or otherwise, nor will any work performed by NLCS consist of a review of the internal controls of the Trust in accordance with AICPA Statement on Auditing Standards No. 70, or any other authoritative literature.
V. PROPRIETARY INFORMATION
NLCS recognizes that the Trust may be subject to the provisions of the U.S. Securities and Exchange Commission's Regulation S-P, or other privacy rules promulgated under the Xxxxx -Xxxxx-Xxxxxx Act (the "GLBA"). In carrying out its consulting duties, NLCS will acquire information of a confidential nature relating to the Trust's business activities and its clients. NLCS hereby agrees to maintain the confidentiality of the Trust’s information in accordance with GLBA and shall not use, publish, or otherwise disclose any information pertaining to the Trust, a Fund or its Service Providers.
VI. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
a.
Indemnification of NLCS. The Trust shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to: (i) the Trust’s refusal or failure to comply with the terms of this Agreement, (ii) the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement, or (iii) all actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties .. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.
b.
Indemnification of the Trust. NLCS shall indemnify and hold the Trust and each Fund harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to NLCS’s refusal or failure to comply with the terms of this Agreement, or which arise out of NLCS’s lack of good faith, gross negligence or willful misconduct with respect to NLCS’ performance under or in connection with this Agreement.
c.
Reliance. Except to the extent that NLCS may be liable pursuant to this Section VI, NLCS shall not be liable for any action taken or failure to act in good faith in reliance upon:
i.
advice of the Trust or of counsel to the Trust;
ii.
any written instruction or resolution of the Board, and NLCS may rely upon the genuineness of any such document, copy or facsimile thereof reasonably believed in good faith by NLCS to have been validly executed;
iii.
any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by NLCS to be genuine and to have been signed or presented by the Trust or other proper party or parties; or
iv.
reasonable actions taken by NLCS based on information provided by other Service Providers to the Trust.
NLCS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which NLCS reasonably believes in good faith to be genuine.
d.
Errors of Others .. NLCS shall not be liable for the errors of Service Providers or other parties retained to provide services to the Trust.
e.
Limitation of Shareholder and Trustee Liability. The Trustees of the Trust and the shareholders of Funds shall not be liable for any obligations of the Trust or of the Funds under this Agreement, and NLCS agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Funds to which NLCS’s rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Funds. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement has been authorized by the Trustees of the Trust and signed by the officers of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Trust as provided in its Declaration of Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of Delaware.
f.
In the event that NLCS is requested, pursuant to subpoena or other legal process, to provide testimony or produce its documents relating to its engagement under this Agreement, in judicial or administrative proceedings to which NLCS is not a party, NLCS shall promptly notify the Trust and shall be reimbursed by the Trust at the then current standard billing rates for NLCS's professional time and expenses, including reasonable attorneys fees incurred responding to such request.
Notwithstanding the indemnification provisions above, to the extent that the CCO incurs any liability in connection with the performance of his duties under this Agreement, he shall be covered under the Directors and Officers Errors and Omissions insurance policy of the Trust, in accordance with the terms therein and the deductible shall be covered by the Trust.
VII. CONDITIONS PRECEDENT
The following conditions must be met within a reasonable amount of time following the execution of this Agreement:
a.
The investment adviser for each Fund of the Trust will officially appoint a chief compliance officer pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940 ("Advisers Act"), to fulfill all required duties thereunder.
b.
The Trust’s CCO shall be covered under the Trust’s Directors and Officers/ Errors and Omissions Insurance as an officer of the Trust.
c.
NLCS shall obtain Errors and Omissions Insurance coverage with respect to its services.
VIII. WARRANTY
NLCS warrants that it is under no obligation to any other entity that in any way is in conflict with this Agreement and that it is free to enter into this Agreement.
IX. EFFECTIVE DATE, TERM AND TERMINATION
a.
Effective Date and Term. This Agreement shall become effective on the date first above written and shall continue for a period of one (1) year (the “Initial Term”). This Agreement shall automatically continue for successive one year periods (a “Renewal Term”) subject to approval of the Board of the Trust, including approval by a majority of the Independent Trustees.
b.
Termination. This Agreement may be terminated at the end of the Initial Term (or Renewal Term) by either party by providing at least ninety (90) days written notice prior to the commencement of a Renewal Term. Unless terminated by providing a party at least ninety (90) days written notice prior to the commencement of a Renewal Term, this Agreement may not be terminated by either party absent a material breach. Upon written notice of a material breach, a party shall have 30 days to remedy a material breach. Compensation due NLCS and unpaid by the Trust upon such termination shall be due on the date of termination or after the date that the provision of services ceases, whichever is later. In the event of termination, NLCS agrees that it will cooperate in the smooth transition of services and to minimize disruption to the Trust and its shareholders.
c..
Reimbursement of NLCS’s Expenses. If this Agreement is terminated with respect to a Fund or Funds, NLCS shall be entitled to collect from the Trust the amount of all of NLCS’s reasonable labor charges and cash disbursements for services in connection with NLCS’s activities in effecting such termination, including without limitation, the labor costs and expenses associated with delivery of any compliance records of each such Fund from its computer systems, and the delivery to the Trust and/or its designees of related records, instruments and documents, or any copies thereof. In the event of termination, NLCS agrees that it will cooperate in the smooth transition of services and to minimize disruption to the Trust.
X. EXCEPTIONS RESULTING FROM BOARD ACTION UNDER RULE 38a-1
a.
Termination. If the Board dismisses the Trust’s CCO, this Agreement will either end immediately or, at the discretion of both parties, NLCS may present an alternative CCO for Board consideration and approval to continue the CCO duties set forth under this Agreement.
b..
Prevention of Termination. If NLCS wishes to dismiss the CCO under the terms of NLCS’s arrangement with the CCO, NLCS will present its plan of action to the Board prior to taking such action. Under such circumstances NLCS may, at its own discretion, offer to present another CCO candidate to the Board that would work through NLCS. If the Board approves the new CCO, the contract would continue as amended to reflect the new CCO. If, the Board chooses to engage its own CCO as a result of NLCS dismissing the CCO under this Agreement, the contract with NLCS would end, and the Trust would pay NLCS only for fees and Out of Pocket Expenses accrued up to the point in time when the Board’s new CCO officially assumes responsibility.
c.
Change in Compensation. If the Board decides to increase the CCO’s compensation or provide a bonus to the CCO, then the fees paid to NLCS by the Trust will increase proportionately for any amounts it deems due to the CCO above the amounts due to NLCS under this Agreement. Any attempt by the Board to reduce the salary of the CCO would be contrary to the terms of this Agreement.
d..
Resignation by the CCO. If the CCO voluntarily resigns, at the discretion of both parties, NLCS may present an alternative CCO for Board consideration and approval to continue CCO duties under this Agreement. If the Board chooses to end its relationship with NLCS as a result of such voluntary resignation by the CCO, the contract with NLCS would end, and the Trust would pay NLCS only for fees and Out of Pocket Expenses accrued up to the point in time when the Board’s new CCO officially assumes responsibility. NLCS will make every effort to assist the Board in a smooth transition during this period.
XI. MISCELLANEOUSS
a.
Amendments. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto.
b.
Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.
c.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
d.
Counterparts. The parties may execute this Agreement on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
e.
Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
f.
Force Majeure. Neither party shall be liable to the other for failure to perform if the failure results from a cause beyond its control, including, without limitation, fire, electrical, mechanical, or equipment breakdowns, delays by third party vendors and/or communications carriers, civil disturbances or disorders, terrorist acts, strikes, acts of governmental authority or new governmental restrictions, or acts of God..
g.
Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
h.
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand or by overnight, registered or certified mail, postage prepaid, to each party at the address set forth below or at such new address designated by such party by notice given.
To the Trust: | To NLCS: |
Xxxxxxxxxxx Xxxxx | Xxxxxxx X. Xxxxxx |
President | President |
Northern Lights Compliance Services, LLC | |
0000 Xxxxxx Xxxxxx Xxxxx | 000 Xxxxxxxx Xxxxxxxxx |
Xxxxx 000 | Xxxxxxxxx, XX 00000 |
Xxxxxx, XX 00000 | (631) 470-2604 |
| Xxxxxxx.Xxxxxx@XXXxxxxxxxxx.xxx |
With a copy to:
XxXxx Xxxxxxxx. Esq, |
|
Xxxxxxxx Xxxx LLP |
|
000 Xxxxxx Xxxxxx, 000xx Xxxxx |
|
Xxxxxxxxxx, XX 000000 |
|
(000) 000-0000 |
|
xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx |
|
i.
Distinction of Fundss. Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.
j.
Representation of Signatories. Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
Signature Page Follows
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.
|
_/s/X. Xxxxxx Closser___________ By: A. Xxxxxx Xxxxxxx President |
NORTHERN LIGHTS COMPLIANCE SERVICES, LLC
_/s/Xxxxxxx X. Wagner____________ By: Xxxxxxx X. Xxxxxx President |
The undersigned investment adviser hereby acknowledges and agrees to the terms of this Consulting Agreement.
VERTICAL CAPITAL ASSET MANAGEMENT, LLC
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
By:
_/s/Xxxxxxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxx
President
APPENDIX AA
List of Funds
APPENDIX B
FEES
1) Development of Procedures. A one-time fee of $2,500 per Fund will be billed for developing/updating the Compliance Program Manual for the Trust.
plus
2) Base Fee – Trust Chief Compliance Officer Services.
Base Fee $25,000.00 Per Year Billable Quarterly |
|
The Annual Fee under this Agreement will be billed separately to each Fund set forth on Appendix A on a calendar quarterly basis, in advance. The invoices shall be due and payable by the Fund within fifteen (15) days of receipt of an invoice from NLCS. Each invoice shall provide by NLCS shall include the amount due and a brief description of the services rendered.
An additional fee of $5,000 per year will be charged to each Fund involving complex securities or other higher risk compliance issues, as determined by NLCS in its sole discretion.
On the annual anniversary date of each Fund being added to this Agreement, such Fund’s fees enumerated above may be increased by the change in the Consumer Price Index for the Northeast region (“CPI”) for the twelve-month period ending with the month preceding such annual anniversary date. Any CPI increases not charged in any given year may be included in prospective CPI fee increases in future years..
Pricing Discounts
NLCS shall offer pricing discounts for multiple Funds advised by the same investment adviser (a “Fund Family”). The Annual Fee shall be charged on the largest fund in a Fund Family. A 50% discount from the Annual Fee will be given to the second and third largest Fund and a 75% discount off the Annual Fee will be given to any additional Funds. Sub-Advised Funds are not eligible to participate in Fund Family pricing discounts.
The fee for a single fund with multiple advisers/sub-advisers shall be charged an additional fee of $2,500 per additional adviser/sub-adviserr
plus
3) Out of Pocket Expenses.
Reasonable expenses incurred in connection with Trust business, including, but not limited to, travel and meals, telephone calls, photocopying, binding and shipping of compliance materials, will be billed to the Trust on a monthly basis. The Trust agrees to reimburse NLCS for all Out of Pocket Expenses incurred by NLCS in connection with the services provided to the Trust pursuant to this Agreement. Where the Trust’s Chief Compliance Officer makes a single visit to Service Providers for purposes not only of the Trust, but also for other NLCS clients that employ the same Service Providers, the travel costs will be divided among the Trust and such clients equally. An invoice detailing these Out of Pocket Expenses, including any Fund specific expenses, will be submitted to the Trust at the end of each month, and will be payable by the Trust within fifteen (15) days of receipt of an invoice from NLCS. Fund specific Out of Pocket Expenses, such as those incurred from visits to investment advisers for specific Funds, will be allocated by the Trust to the respective Fund.
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APPENDIX C
Resume of Xxxxx Xxxxxxxxx
RELEVANT LEGAL AND COMPLIANCE EXPERIENCE
GEMINI FUND SERVICES, LLC Hauppauge, NY – General Counsel & CCO
Dec. 2003 to Present
Gemini provides Administrative, Transfer Agency and Fund Accounting services to mutual funds, variable annuity products, closed-end funds and hedge funds, as well as compliance services (through an affiliate) to mutual funds. I oversee ongoing legal, compliance and regulatory matters in connection with Gemini and its clients and handle issues under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Adviser’s Act of 1940. I developed Gemini’s Compliance Program and that of many of its clients, and I conduct quarterly webinars on compliance. I handle contractual matters relating to Gemini and its mutual fund and hedge fund clients. I serve as an officer of over forty mutual funds and make presentations to Boards of Directors/Trustees on a regular basis. I also serve as a Director of several Cayman Islands companies. A portion of my time is spent developing new products and consulting with our adviser clients; I have been involved in nearly 100 new product launches at Gemini.
THE DREYFUS CORPORATION New York, NY – Mutual Fund Attorney
Jan. 1999 to Dec. 2003
Served as in-house counsel to the Dreyfus Family of Funds; oversaw ongoing legal, compliance and regulatory matters in connection with approximately 20 of the Fund Family’s 200 + portfolios; reviewed and revised meeting minutes, prospectuses, SAIs, annual reports and NSARs; prepared documents for and participated in quarterly board meetings; conducted annual and special shareholder meetings and prepared documents in connection therewith, including closed-end and open-end fund mergers, pricing/valuation committee issues, fundamental policy changes, election of directors, as well as routine matters; participated in several closed-end fund auction preferred stock offerings and closings therefor; reviewed soft-dollar issues; negotiated futures agreements with futures commissions merchants such as Xxxxxxx Xxxxx, Xxxxxxx Xxxxx, etc.; addressed legal issues involving shareholder complaints; reviewed cross-selling initiatives and certain compliance issues.
XXXXXXXX & XXXXXXXX LLP Washington, D.C.– Attorney, Investment Management Practice Group Jul. 1995 to Dec. 1998
Addressed ongoing legal, compliance and regulatory matters in connection with a large bank-advised mutual fund complex (approximately 75 portfolios, including variable insurance products); drafted and filed public offering documents, prepared Form N1-A filings and responded to SEC comments; prepared Requests for Exemption from SEC Rules; reorganized funds into master-feeder and multi-class structures; interacted with corporate officers and analyzed legal issues in connection with client inquiries; prepared documents relating to fund mergers and acquisitions; prepared proxy materials and N-14 documents; drafted shareholder and quarterly directors’ meeting materials; drafted corporate documents, including advisory and custody agreements; kept abreast of new SEC and NASD Rules and Regulations; handled issues under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and state Blue Sky laws.
EDUCATION
THE CATHOLIC UNIVERSITY OF AMERICA, COLUMBUS SCHOOL OF LAW - Juris Doctor May 1993
International and Comparative Law Certificate; Moot Court: Best Oralist - Xxxxxx Cup, CUA;
International Law Society - Vice President; Latin American Law Students Association – Rep. to National Hispanic Bar Assoc.
UNIVERSITY OF MASSACHUSETTS - AMHERST - Bachelor of Arts, European History
February 1986
BAR MEMBERSHIPS
PENNSYLVANIA - Since December 0000
XXXXXXXX XX XXXXXXXX - Since November 1996
LANGUAGES - Fluent Spanish, Intermediate French
