FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 30th day of
August, 2010, by and between the XXXXXXX MLP FUNDS TRUST, a
Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of providing fund administration
services for the benefit of its customers; and
WHEREAS,
the Trust desires to retain USBFS to provide fund administration services to
each series of the Trust listed on Exhibit A hereto (as
amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1.
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Appointment
of USBFS as Administrator
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The Trust
hereby appoints USBFS as administrator of the Trust on the terms and conditions
set forth in this Agreement, and USBFS hereby accepts such appointment and
agrees to perform the services and duties set forth in this Agreement. The
services and duties of USBFS shall be confined to those matters expressly set
forth herein, and no implied duties are assumed by or may be asserted against
USBFS hereunder.
2.
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Services
and Duties of USBFS
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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:
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A.
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General
Fund Management:
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(1)
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Act
as liaison among Fund service
providers.
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(2)
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Supply:
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a.
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Corporate
secretarial services.
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b.
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Office
facilities (which may be in USBFS’s, or an affiliate’s, own
offices).
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c.
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Non-investment-related
statistical and research data as
needed.
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1
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(3)
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Coordinate
the Trust’s Board of Trustees communications, such
as:
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a.
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Prepare
meeting agendas and resolutions, with the assistance of Fund
counsel.
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b.
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Prepare
reports for the Board of Trustees based on financial and administrative
data.
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c.
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Evaluate
independent auditor.
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d.
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Secure
and monitor fidelity bond and director and officer liability coverage, and
make the necessary Securities and Exchange Commission (the “SEC”) filings
relating thereto.
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e.
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Prepare
minutes of meetings of the Board of Trustees and Fund
shareholders.
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f.
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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.
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g.
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Provide
personnel to (i) serve as officers of the 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.
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(4)
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Audits:
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a.
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Prepare
appropriate schedules and assist independent
auditors.
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b.
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Provide
information to the SEC and facilitate audit
process.
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c.
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Provide
office facilities.
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(5)
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Assist
in overall operations of the Fund.
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(6)
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Pay
Fund expenses upon written authorization from the
Trust.
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(7)
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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.
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B.
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Compliance:
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(1)
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Regulatory
Compliance:
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a.
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Monitor
compliance with the 1940 Act requirements,
including:
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(i)
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Asset
diversification tests.
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(ii)
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Total
return and SEC yield calculations.
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(iii)
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Maintenance
of books and records under Rule
31a-3.
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(iv)
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Code
of ethics requirements under Rule 17j-1 for the disinterested
Trustees.
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b.
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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”).
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2
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c.
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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 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.
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d.
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Monitor
applicable regulatory and operational service issues, and update Board of
Trustees periodically.
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(2)
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Blue
Sky Compliance:
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a.
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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.
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b.
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Monitor
status and maintain registrations in each
state.
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c.
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Provide
updates regarding material developments in state securities
regulation.
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(3)
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SEC
Registration and Reporting:
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a.
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Assist
Fund counsel in annual update of the Prospectus and SAI and in preparation
of proxy statements as needed.
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b.
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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.
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c.
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Coordinate
the printing, filing and mailing of Prospectuses and shareholder reports,
and amendments and supplements
thereto.
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d.
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File
fidelity bond under Rule 17g-1.
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e.
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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.
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(4)
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IRS
Compliance:
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a.
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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:
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(i)
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Asset
diversification requirements.
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(ii)
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Qualifying
income requirements.
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(iii)
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Distribution
requirements.
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b.
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Calculate
required distributions (including excise tax
distributions).
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3
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C.
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Financial
Reporting:
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(1)
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Provide
financial data required by the Prospectus and
SAI.
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(2)
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Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Board of Trustees, the SEC, and independent
accountants.
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(3)
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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.
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(4)
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Compute
the yield, total return, expense ratio and portfolio turnover rate of each
class of the Fund.
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(5)
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Monitor
the expense accruals and notify the Trust’s management of any proposed
adjustments.
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(6)
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Prepare
quarterly financial statements, which include, without limitation, the
following items:
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a.
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Schedule
of Investments.
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b.
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Statement
of Assets and Liabilities.
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c.
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Statement
of Operations.
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d.
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Statement
of Changes in Net Assets.
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e.
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Cash
Statement.
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f.
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Schedule
of Capital Gains and Losses.
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(7)
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Prepare
quarterly broker security transaction
summaries.
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D.
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Tax
Reporting:
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(1)
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Prepare
and file on a timely basis appropriate federal and state tax returns
including, without limitation, Forms 1120/8613, with any necessary
schedules.
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(2)
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Prepare
state income breakdowns where
relevant.
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(3)
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File
Form 1099 for payments to disinterested Trustees and other service
providers.
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(4)
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Monitor
wash sale losses.
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(5)
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Calculate
eligible dividend income for corporate
shareholders.
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3.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Trust shall pay all such fees and
reimbursable expenses within 30 calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute. The Trust
shall notify USBFS in writing within 30 calendar days following receipt of each
invoice if the Trust is disputing any amounts in good faith. The Trust shall pay
such disputed amounts within 10 calendar days of the day on which the parties
agree to the amount to be paid. With the exception of any fee or expense the
Trust is disputing in good faith as set forth above, unpaid invoices shall
accrue a finance charge of 1½% per month after the due date. Notwithstanding
anything to the contrary, amounts owed by the Trust to USBFS shall only be paid
out of the assets and property of the particular Fund involved.
4
4.
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Representations
and Warranties
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A.
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The
Trust hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the Trust in
accordance with all requisite action and constitutes a valid and legally
binding obligation of the Trust, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, that may have a
bearing on its ability to comply with this Agreement, and has obtained all
regulatory approvals necessary to carry on its business as now conducted;
there is no statute, rule, regulation, order or judgment binding on it and
no provision of its charter, bylaws or any contract binding it or
affecting its property which would prohibit its execution or performance
of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Trust, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
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5
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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5.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with its duties
under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’s control, except a loss arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or from its
bad faith, negligence, or willful misconduct in the performance of its
duties under this Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance of
its duties under this Agreement, the Trust shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that USBFS may sustain or incur or that may be asserted
against USBFS by any person arising out of any action taken or omitted to
be taken by it in performing the services hereunder (i) in accordance with
the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of the Trust,
as approved by the Board of Trustees of the Trust, except for any and all
claims, demands, losses, expenses, and liabilities arising out of or
relating to USBFS’s refusal or failure to comply with the terms of this
Agreement or from its bad faith, negligence or willful misconduct in the
performance of its duties under this Agreement. This indemnity shall be a
continuing obligation of the Trust, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this
paragraph, the term “USBFS” shall include USBFS’s directors, officers and
employees.
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USBFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including
reasonable attorneys’ fees) that the Trust may sustain or incur or that may be
asserted against the Trust by any person arising out of any action taken or
omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply
with the terms of this Agreement, or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this Agreement. This indemnity
shall be a continuing obligation of USBFS, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this paragraph,
the term “Trust” shall include the Trust’s trustees, officers and
employees.
6
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of USBFS. USBFS agrees
that it shall, at all times, have reasonable contingency plans with appropriate
parties, making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Trust shall be entitled to inspect USBFS’s premises and
operating capabilities at any time during regular business hours of USBFS, upon
reasonable notice to USBFS. Moreover, USBFS shall provide the Trust, at such
times as the Trust may reasonably require, copies of reports rendered by
independent accountants on the internal controls and procedures of USBFS
relating to the services provided by USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
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B.
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In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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7
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D.
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If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
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6.
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Data
Necessary to Perform Services
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The Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
7.
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Proprietary
and Confidential Information
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USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Trust, all records and
other information relative to the Trust and prior, present, or potential
shareholders of the Trust (and clients of said shareholders), and not to use
such records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except (i) after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by the
Trust. Records and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to receipt thereof from the Trust or its agent, shall not be subject to
this paragraph.
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title
V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this
regard, USBFS shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of, records and information relating to the Trust and its
shareholders.
8.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained by USBFS
relating to the services to be performed by USBFS hereunder are the property of
the Trust and will be preserved, maintained, and made available in accordance
with such applicable sections and rules of the 1940 Act and will be promptly
surrendered to the Trust or its designee on and in accordance with its
request.
8
9.
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Compliance
with Laws
|
The Trust
has and retains primary responsibility for all compliance matters relating to
the Fund, including but not limited to compliance with the 1940 Act, the Code,
the SOX Act, the USA Patriot Act of 2001 and the policies and limitations of the
Fund relating to its portfolio investments as set forth in its Prospectus and
SAI. USBFS’s services hereunder shall not relieve the Trust of its
responsibilities for assuring such compliance or the Board of Trustee’s
oversight responsibility with respect thereto.
In order
to assist the Trust in satisfying the requirements of Rule 38a-1 under the 1940
Act (the “Rule”), USBFS will provide the Trust’s Chief Compliance Officer with
reasonable access to USBFS’s personnel and records relating to the services
provided by it under this Agreement, and will provide quarterly compliance
reports and related certifications regarding any Material Compliance Matter (as
defined in the Rule) involving USBFS that affect or could affect the
Trust.
10.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of one year. Subsequent to the initial one-year
term, this Agreement may be terminated by either party upon giving 90 days prior
written notice to the other party or such shorter period as is mutually agreed
upon by the parties. Notwithstanding the foregoing, this Agreement may be
terminated by any party upon the breach of the other party of any material term
of this Agreement if such breach is not cured within 15 days of notice of such
breach to the breaching party. This Agreement may not be amended or modified in
any manner except by written agreement executed by USBFS and the Trust, and
authorized or approved by the Board of Trustees.
11.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS has maintained the same, the Trust shall pay any expenses associated with
transferring the data to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from USBFS’s
personnel in the establishment of books, records, and other data by such
successor. If no such successor is designated, then such books, records and
other data shall be returned to the Trust.
9
12.
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Assignment
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This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Trust without the written consent of USBFS, or by USBFS
without the written consent of the Trust accompanied by the authorization or
approval of the Trust’s Board of Trustees.
13.
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Governing
Law
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This
Agreement shall be construed in accordance with the laws of the State of
Delaware, without regard to conflicts of law principles. To the extent that the
applicable laws of the State of Delaware, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
14.
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No
Agency Relationship
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Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
15.
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Services
Not Exclusive
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Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
16.
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Invalidity
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Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision consistent with
the original intent of the parties.
17.
|
Legal-Related
Services
|
Nothing
in this Agreement shall be deemed to appoint USBFS and its officers, directors
and employees as the Fund attorneys, form attorney-client relationships or
require the provision of legal advice. The Fund acknowledges that in-house USBFS
attorneys exclusively represent USBFS and rely on outside counsel retained by
the Fund to review all services provided by in-house USBFS attorneys and to
provide independent judgment on the Fund’s behalf. Because no attorney-client
relationship exists between in-house USBFS attorneys and the Fund, any
information provided to USBFS attorneys may not be privileged and may be subject
to compulsory disclosure under certain circumstances. USBFS represents that it
will maintain the confidentiality of information disclosed to its in-house
attorneys on a best efforts basis.
10
18.
|
No
Liability of Trustees or
Shareholders
|
The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on them personally, and the obligations of this Agreement
are not binding upon any of the trustees or shareholders of the Trust, but bind
only the trust property of the Trust as provided in the Declaration of
Trust.
19.
|
Notices
|
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Trust shall be sent to:
Xxxxxxx
MLP Funds Trust
c/o Swank
Energy Advisors LP
0000 Xxx
Xxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
20.
|
Multiple
Originals
|
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
21.
|
Entire
Agreement
|
This
Agreement, together with any exhibits, attachments, appendices or schedules
expressly referenced herein, sets forth the sole and complete understanding of
the parties with respect to the subject matter hereof and supersedes all prior
agreements relating thereto, whether written or oral, between the
parties.
SIGNATURES
ON FOLLOWING PAGE
11
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
XXXXXXX
MLP FUNDS TRUST
|
U.S.
BANCORP FUND SERVICES, LLC
|
|||
By:
|
/s/ Xxxxxx X. Xxxxxx |
By:
|
/s/ Xxxxxxx X. XxXxx | |
Name:
Xxxxxx X. Xxxxxx
|
Name:
Xxxxxxx X. XxXxx
|
|||
Title:
Executive Vice President and Secretary
|
Title:
Executive Vice
President
|
12
Exhibit
A
to
the
Fund
Names
Separate
Series of Xxxxxxx MLP Funds Trust
Name of Series
|
|
The
Xxxxxxx MLP Premier Fund
|
A-1
Exhibit
B to the
Fund
Administration Servicing Agreement – Xxxxxxx MLP Funds Trust
FUND
ADMINISTRATION & PORTFOLIO COMPLIANCE SERVICES
FEE
SCHEDULE at August, 2010
Domestic
Funds
Annual Fee Based Upon
Average Net Assets Per Fund*
8 basis
points on the first $300 million
7 basis
points on the next $500 million
4 basis
points on the balance
Minimum
annual fee: $40,000 per fund portfolio
International
Funds
Annual Fee Based Upon
Average Net Assets Per Fund*
9 basis
points on the first $200 million
8 basis
points on the next $300 million
6 basis
points on the next $500 million
4 basis
points on the balance
Minimum
annual fee: $50,000 per fund portfolio
Services Included in Annual
Fee Per Fund
§
|
Advisor
Information Source Web portal
|
Chief Compliance Officer
Support Fee*
§
|
$2,000
/year
|
Multiple
Classes – Add the following for each class beyond the first
class:
§
|
$15,000
base fee
|
Out-Of-Pocket
Expenses
Including
but not limited to postage, stationery, programming, special reports,
third-party data provider costs, proxies, insurance, XXXXX filing, retention of
records, federal and state regulatory filing fees, expenses from Board of
Directors or Trustees meetings, third party auditing and legal expenses, wash
sales reporting (GainsKeeper), and conversion expenses (if
necessary).
Additional
Services
Available
but not included above are the following services – USBFS legal administration
(e.g., registration statement update), daily performance reporting, daily
compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution,
electronic Board materials, and additional services mutually agreed
upon.
*Subject to annual CPI increase,
Milwaukee MSA.
Fees
are billed monthly.
B-1
Exhibit
B (continued) to the Fund Administration Servicing Agreement
Xxxxxxx
MLP Funds Trust
FUND
ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL
SERVICES - FEE SCHEDULE at August, 2010
Annual
Legal Administration – Add the following for legal administration
services in support of external legal counsel, including annual registration
statement update and drafting of supplements:
§
|
1
basis point on assets
|
§
|
$15,000
additional minimum
|
Additional
Services:
§
|
New
fund launch – as negotiated based upon specific
requirements
|
§
|
Subsequent
new fund launch – $15,000
/project
|
§
|
Subsequent
new share class launch – $10,000
/project
|
§
|
Multi-managed
funds – as negotiated based upon specific
requirements
|
§
|
Proxy
– as negotiated based upon specific
requirements
|
Daily Pre- and Post-Tax
Performance Reporting
§
|
Performance
Service – $300 /CUSIP per
month
|
§
|
Setup
– $100 /CUSIP
|
§
|
Conversion
– quoted separately
|
§
|
FTP
Delivery – $2,500 setup /FTP
site
|
Daily Compliance Services
(Xxxxxxx River)
§
|
Base
fee – $20,000 /fund per year
|
§
|
Setup
– $2,500 /fund group
|
§
|
Data
Feed – $0.15 /security per
month
|
Section 15(c)
Reporting
§
|
$2,000
/fund per report – first class
|
§
|
$600
/additional class report
|
Equity
Attribution
§
|
$16,000
first user
|
§
|
$10,500
2nd user
|
§
|
$8,000
thereafter
|
§
|
Plus,
$3,000 - $5,000 annually
|
Electronic Board
Materials
§
|
USBFS
will establish a unique client board URL and load/maintain all fund board
book data for the main fund board meetings and meetings for up to two
separate committees
|
§
|
Up
to 10 non-USBFS users including advisor, legal, audit,
etc.
|
§
|
Complete
application, data and user security – data encryption and password
protected
|
§
|
On-line
customized board materials preparation
workflow
|
§
|
Includes
web-based and local/off-line
versions
|
§
|
Includes
complete initial and ongoing user
training
|
§
|
Includes
24/7/365 access via toll free
number
|
§
|
Includes
remote diagnostics for each user, including firewall and network
issues
|
§
|
Triple
server backup / failover
|
Annual
Fee
§
|
$24,000
/year (includes 10 external
users)
|
§
|
$800
/year per additional user
|
§
|
$4,000
implementation/setup fee
|
Advisor Information Source
Web Portal (INCLUDED IN ANNUAL FEE)
§
|
$150
/fund per month
|
§
|
$500
/fund per month for clients using an external administration
service
|
§
|
Specialized projects will be
analyzed and an estimate will be provided prior to work being
performed
|
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