CO-ADMINISTRATION AGREEMENT
THIS
CO-ADMINISTRATION AGREEMENT
(the
“Agreement”) is made as of this 3rd
day of
December, 2007, by and between Investment Managers Series Trust, a Delaware
statutory trust (the “Trust”), UMB Fund Services, Inc., a Wisconsin corporation
(“UMBFS”),
and Mutual Fund Administration Corporation, a California corporation (“MFAC”).
UMBFS and MFAC are collectively referred to herein as the “Co-Administrators,”
in singular or plural usage, as required by context.
WHEREAS,
the
Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”) and is authorized to
issue shares of beneficial interests (the “Shares”) in separate series with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS,
the
Trust and the Co-Administrators desire to enter into an agreement pursuant
to
which the Co-Administrators shall provide administration services to such
investment portfolios of the Trust as are listed on Schedule A hereto and any
additional investment portfolios the Trust and the Co-Administrators may agree
upon and include on Schedule A, as such Schedule may be amended from time to
time (such investment portfolios and any additional investment portfolios are
individually referred to as a “Fund” and collectively as the
“Funds”).
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
1. Appointment
The
Trust
hereby appoints the Co-Administrators as administrators of the Trust for the
period and on the terms set forth in this Agreement. The Co-Administrators
accept such appointment and agree to render the Services (as defined in Section
2) herein set forth, for the compensation herein provided.
2. Services
as Co-Administrators
(a) Subject
to the direction and control of the Trust’s Board of Trustees (the “Board of
Trustees”) and utilizing information provided by the Trust and its current and
prior agents and service providers, the Co-Administrators will provide the
administration services listed on Schedule B hereto and any additional
administration services the Trust and the Co-Administrators may agree upon
and
include on Schedule B, as such Schedule may be amended from time to time (the
“Services”). The duties of the Co-Administrators shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Co-Administrators hereunder.
1
(b) The
Trust, under the supervision of its Board of Trustees, shall cause its officers,
investment adviser(s), legal counsel, independent accountants, transfer agent,
fund accountant, custodian and other service providers and agents for the Trust
to cooperate with the Co-Administrators and to provide the Co-Administrators
with such information, documents and communications relating to the Trust as
necessary and/or appropriate or as requested by the Co-Administrators, in order
to enable the Co-Administrators to perform their duties hereunder. The Trust
shall use its best efforts to cause any of its former officers, investment
adviser(s) and sub-advisers, legal counsel, independent accountants, custodian
or other service providers to provide the Co-Administrators with such
information, documents and communications as necessary and/or appropriate to
enable the Co-Administrators to perform their duties hereunder. In connection
with their duties hereunder, each Co-Administrator shall (without investigation
or verification) be reasonably entitled and is hereby instructed to, rely upon
any and all instructions, communications, information or documents provided
to
the Co-Administrator by an authorized officer, representative agent of the
Trust, the other Co-Administrator or by any of the aforementioned persons.
A
Co-Administrator shall be entitled to rely on any document that it reasonably
believes to be genuine and to have been signed or presented by the proper party.
Fees
charged by such persons shall be an expense of the Trust. The
Co-Administrators shall not be held to have notice of any change of authority
of
any officer, agent, representative or employee of the Trust, investment
adviser(s) or service provider until receipt of written notice thereof from
the
Trust. As used in this Agreement, the term “investment adviser” shall mean a
Fund’s investment adviser(s), all sub-adviser(s) or persons performing similar
services.
(c) To
the
extent required by Rule 31a-3 under the 1940 Act, the Co-Administrators hereby
agree that all records which they maintain for the Trust pursuant to their
duties hereunder are the property of the Trust and further agree to surrender
promptly to the Trust any of such records upon the Trust’s request. Subject to
the terms of Section 6, and where applicable, the Co-Administrators further
agree to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records described in Schedule B which are maintained by the
Co-Administrators for the Trust.
(d) The
Funds’ investment advisers have and retain primary responsibility for compliance
matters relating to the Funds under the 1940 Act, the Internal Revenue Code
of
1986, as amended, and the policies and limitations of each Fund relating to
the
portfolio investments as set forth in the current prospectus and statement
of
additional information with respect to the Fund (including any applicable
supplement) (the “Prospectus”). The Co-Administrators’ monitoring and other
functions hereunder shall not relieve the investment adviser(s) of their primary
day-to-day responsibility for assuring such compliance.
(e) The
Trust
hereby certifies that Shares of each Fund are lawfully eligible for sale in
each
jurisdiction indicated for such Fund on the list furnished to the
Co-Administrators as of the date of this Agreement.
(f) The
Co-Administrators shall maintain disaster recovery and business continuity
plans
and adequate and reliable computer and other equipment necessary and appropriate
to carry out their obligations under this Agreement. Upon the Trust’s reasonable
request, the Co-Administrators shall provide supplemental information concerning
the aspects of their disaster recovery and business continuity plans that are
relevant to the Services provided hereunder.
2
(g)(i) Each
Co-Administrator has provided to the Trust a copy of the Co-Administrator’s
written compliance policies and procedures as required by Rule 38a-1 under
the
1940 Act (“Rule 38a-1 Policies and Procedures”) for approval by the Trust’s
Board of Trustees. With respect to the Services each Co-Administrator provides
to the Trust hereunder, each such Co-Administrator certifies that its Rule
38a-1
Policies and Procedures are reasonably designed to prevent violations of the
Federal Securities Laws by such Co-Administrator. For purposes of this section,
Federal Securities Laws shall have the meaning set forth in Rule 38a-1 under
the
1940 Act.
(g)(ii) Each
Co-Administrator shall provide to the Trust’s Chief Compliance Officer promptly
any material changes to its Rule 38a-1 Policies and Procedures. Each
Co-Administrator shall cooperate with the Trust in its annual review of the
Rule
38a-1 Policies and Procedures (the “Annual Review”), such Annual Review to be
conducted by the Trust’s Chief Compliance Officer to determine the adequacy of
the Rule 38a-1 Policies and Procedures and the effectiveness of their
implementation. Each Co-Administrator shall cooperate with the Trust in any
interim reviews of its Rule 38a-1 Policies and Procedures to determine their
adequacy and the effectiveness of their implementation in response to
significant compliance events, changes in business arrangements, and/or
regulatory developments (“Interim Review”). Such cooperation includes, without
limitation, furnishing such certifications, sub-certifications, and
documentation with respect to the Co-Administrator’s functions and
responsibilities as the Trust’s Chief Compliance Officer shall reasonably
request from time to time and implementing changes to the Rule 38a-1 Policies
and Procedures satisfactory to both the Trust’s Chief Compliance Officer and the
Co-Administrator.
(g)(iii) Each
Co-Administrator shall provide the Trust with quarterly and annual
certifications (on a calendar basis) with respect to the design and operational
effectiveness of its Rule 38a-1 Policies and Procedures. Each Co-Administrator
shall also provide the Trust with ongoing, direct, and prompt access to its
compliance personnel and cooperate with the Trust’s Chief Compliance Officer in
order to provide assistance to the Trust in carrying out its obligations under
Rule 38a-1.
(g)(iv) A
Co-Administrator shall notify the Trust promptly in the event that a Material
Compliance Matter, as defined under Rule 38a-1, occurs with respect to its
Rule
38a-1 Policies and Procedures and will cooperate with the Trust in providing
the
Trust with periodic and special reports in the event any Material Compliance
Matter occurs. A “Material Compliance Matter” has the same meaning as the term
is defined in Rule 38a-1, and includes any compliance matters that involve:
(1)
a violation of the Federal Securities Laws by the Co-Administrator (or its
officer, directors, employees, or agents); (2) a violation of its Rule 38a-1
Policies and Procedures; or (3) a weakness in the design or implementation
of
its Rule 38a-1 Policies and Procedures.
(g)(v) Each
Co-Administrator (and anyone acting under the direction of the Co-Administrator)
shall refrain from, directly or indirectly, taking any action to coerce,
manipulate, mislead, or fraudulently influence the Trust’s Chief Compliance
Officer in the performance of her or his responsibilities under Rule
38a-1.
3
3. Fees;
Delegation; Expenses
(a) In
consideration of the Services rendered pursuant to this Agreement, the Trust
will pay the Co-Administrators a fee, computed daily and payable monthly, plus
out-of-pocket expenses, each as provided in Schedule C hereto. In addition,
to
the extent that the Co-Administrators correct, verify or address any prior
actions or inactions by any Fund or by any prior service provider, the
Co-Administrators shall be entitled to additional fees as provided in Schedule
C. Fees shall be earned and paid monthly in an amount equal to at least
1/12th
of the
applicable annual fee. Basis point fees and minimum annual fees apply separately
to each Fund, and average net assets are not aggregated in calculating the
applicable basis point fee per Fund or the applicable minimum. Fees shall be
adjusted in accordance with Schedule C or as otherwise agreed to by the parties
from time to time. The
parties may amend this Agreement to include fees for any additional services
requested by the Trust, enhancements to current Services, or to add Funds for
which the Co-Administrators have been retained.
(b) For
the
purpose of determining fees payable to the Co-Administrators, net asset value
shall be computed in accordance with the Funds’ Prospectuses and resolutions of
the Board of Trustees. The fee for the period from the day of the month this
Agreement is entered into until the end of that month shall be pro-rated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of any month, the fee
for
such part of a month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date
of
termination of this Agreement. Should the Trust be liquidated, merged with
or
acquired by another fund or investment company, any accrued fees shall be
immediately payable.
(c) The
Co-Administrators will bear all expenses incurred by them in connection with
the
performance of their Services under Section 2, except as otherwise provided
herein. The Co-Administrators shall not be required to pay or finance any costs
and expenses incurred in the operation of the Funds, including, but not limited
to: taxes; interest; brokerage fees and commissions; salaries, fees and expenses
of officers and Trustees; Securities
and Exchange Commission (the “Commission”)
fees and
state Blue Sky fees; advisory fees; charges of custodians, transfer agents,
fund
accountants, dividend disbursing and accounting services agents and other
service providers; security pricing services; insurance premiums; outside
auditing and legal expenses; costs of organization and maintenance of corporate
existence; taxes and fees payable to federal, state and other governmental
agencies; preparation, typesetting, printing, proofing and mailing of
Prospectuses, notices, forms and applications and proxy materials for regulatory
purposes and for distribution to current shareholders; preparation, typesetting,
printing, proofing and mailing and other costs of shareholder reports; expenses
in connection with the electronic transmission of documents and information
including electronic filings with the Commission and the states; research and
statistical data services; expenses incidental to holding meetings of the Funds’
shareholders and Trustees; fees and expenses associated with internet, e-mail
and other related activities; and extraordinary expenses. Expenses incurred
for
distribution of Shares, including the typesetting, printing, proofing and
mailing of Prospectuses for persons who are not shareholders of a Fund, will
be
borne by the Fund’s investment adviser(s), except for such expenses permitted to
be paid by the Trust under a distribution plan adopted for such Fund in
accordance with applicable laws. The Co-Administrators shall not be required
to
pay any Blue Sky fees or take any related Blue Sky actions unless and until
they
have received the amount of such fees from the Trust.
4
(d) Except
as
otherwise specified, fees payable hereunder shall be calculated in arrears
and
billed on a monthly basis. The Trust agrees to pay all fees within thirty (30)
days of receipt of each invoice.
4. Proprietary
and Confidential Information
Each
Co-Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Trust’s shareholders, not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
and
not to disclose such information except where a Co-Administrator may be exposed
to civil or criminal proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities or court process,
when
subject to governmental or regulatory audit or investigation, or when so
requested by the Trust. In case of any requests or demands for inspection of
the
records of the Funds, each Co-Administrator will endeavor to notify the other
parties promptly and to secure instructions from a representative of the Fund(s)
as to such inspection. Records and information which have become known to the
public through no wrongful act of a Co-Administrator or any of its employees,
agents or representatives, and information which was already in the possession
of a Co-Administrator prior to the date hereof, shall not be subject to this
paragraph.
5. Limitation
of Liability
(a)
Each
Co-Administrator shall not be liable for any error of judgment or mistake of
law
or for any loss suffered by the Trust or the Funds in connection with the
matters to which this Agreement relates, except for a loss resulting from such
Co-Administrator’s willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Furthermore, each Co-Administrator shall not
be
liable for (i) any action taken or omitted to be taken in accordance with or
in
reasonable reliance upon written or oral instructions, communications, data,
documents or information (without investigation or verification) received by
either of the Co-Administrators from an authorized officer, representative
or
agent of the Trust, or (ii) any action taken or omission by the Trust,
investment advisers or any past or current service provider.
(b)
The
Co-Administrators assume no responsibility hereunder, and shall not be liable,
for any default, damage, loss of data or documents, errors, delay or any other
loss whatsoever caused by events beyond their reasonable control. The
Co-Administrators will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond their
control.
(c) The
Trust
agrees to indemnify and hold harmless each Co-Administrator, its employees,
agents, officers, directors, affiliates and nominees (collectively, the
“Indemnified Parties”) from and against any and all claims, demands, actions and
suits, and from and against any and all judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature
and
character which may be asserted against or incurred by any Indemnified Party
or
for which any Indemnified Party may be held liable (a “Claim”) arising out of or
in any way relating to (i) each Co-Administrator’s actions or omissions except
to the extent a Claim against a Co-Administrator resulted from such
Co-Administrator’s willful misfeasance, bad faith, or negligence in the
performance of its duties hereunder or from reckless disregard by it of its
obligations and duties hereunder; (ii) each Co-Administrator’s reasonable
reliance on, implementation of or use of (without investigation or verification)
communications, instructions, requests, directions, information, data, records
and documents received by either Co-Administrator from an authorized officer,
representative or agent of the Trust, or (iii) any action taken or omission
by
the Trust, investment adviser(s) or any past or current service
provider.
5
(d) In
no
event and under no circumstances shall either Co-Administrator, its affiliates
or any of its officers, directors, members, agents or employees be liable to
anyone, including, without limitation, the other parties to this Agreement,
under any theory of tort, contract, strict liability or other legal or equitable
theory for lost profits, exemplary, punitive, special, indirect or consequential
damages for any act or failure to act under any provision of this Agreement
regardless of whether such damages were foreseeable and even if advised of
the
possibility thereof. The indemnity and defense provisions set forth in this
Section 5 shall indefinitely survive the termination and/or assignment of this
Agreement.
6. Term
(a) This
Agreement shall become effective with respect to each Fund listed on Schedule
A
hereof as of the date this Agreement is executed and, with respect to each
Fund
not in existence on that date, on the date an amendment to Schedule A to this
Agreement relating to that Fund is executed. This Agreement shall continue
in
effect until December 3, 2009 (the “Initial Term”). Thereafter if not terminated
as provided herein, the Agreement shall continue automatically in effect as
to
each Fund for successive annual periods.
(b) Any
party
may terminate this Agreement at the end of the Initial Term or at the end of
any
successive annual term (the “Termination Date”) by giving the other parties a
written notice not less than sixty (60) days prior
to
the end of the respective term. Notwithstanding anything herein to the contrary,
upon the termination of the Agreement as provided herein or the liquidation
of a
Fund or the Trust, the Co-Administrators shall deliver the records of the Trust
to the Trust or its successor administrator in a form that is consistent with
the Co-Administrators’ applicable license agreements at the expense of the
Trust, and thereafter the Trust or its designee shall be solely responsible
for
preserving the records for the periods required by all applicable laws, rules
and regulations. The Trust shall be responsible for all expenses associated
with
the movement (or duplication) of records and materials and conversion thereof
to
a successor administrative services agent, including all reasonable trailing
expenses incurred by the Co-Administrators. In addition, in the event of
termination of this Agreement, or the proposed liquidation or merger of the
Trust or a Fund(s), and the Trust’s request that the Co-Administrators provide
additional services in connection therewith, the Co-Administrators shall provide
such services and be entitled to such compensation as the parties may mutually
agree. The Co-Administrators shall not reduce the level of service provided
to
the Trust prior to termination following notice of termination by the
Trust.
7. Non-Exclusivity
The
Services of the Co-Administrators rendered to the Trust are not deemed to be
exclusive. The Co-Administrators may render administration services and any
other services to others, including other investment companies. The Trust
recognizes that from time to time directors, officers and employees of the
Co-Administrators may serve as trustees, directors, officers and employees
of
other entities (including other investment companies), and that the
Co-Administrators or their affiliates may enter into other agreements with
such
other entities.
6
8. Governing
Law; Invalidity
This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts
of
laws. To the extent that the applicable laws of the State of Wisconsin, or
any
of the provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction. In such case,
the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
9. Notices
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given when sent by registered or
certified mail, postage prepaid, return receipt requested, as follows:
|
UMBFS:
|
UMB
Fund Services, Inc.
|
000
Xxxx
Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx,
XX 00000
Attention:
Xxxxx X. Xxxxxxx, with a copy to General Counsel
|
MFAC:
|
Mutual
Fund Administration Corporation
|
0000
Xxxx
Xxxxx 00, Xxxxx 000
Xxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxx
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attention:
President
With
a
copy to:
Xxxxx
Xxxxx Xxxxx, Esq.
Xxxxxx
Price PC
000
Xxxxx
XxXxxxx Xxxxxx
Xxxxxxx,
XX 00000
7
10. Entire
Agreement
This
Agreement, together with the Schedules attached hereto, constitutes the entire
agreement of the parties hereto.
11. Trust
Limitations
This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations of
another Fund.
12. Miscellaneous
(a) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument. The facsimile signature of any
party
to this Agreement shall constitute the valid and binding execution hereof by
such party.
(b)
The
terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed
by
the Co-Administrators and the Trust.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
8
(c)
The
Trust hereby grants to UMBFS the limited power of attorney on behalf of the
Funds to sign Blue Sky forms and related documents in connection with the
performance of its obligations under this Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
(“Trust”)
By:____________________________________________
President
UMB
FUND SERVICES, INC.
(“UMBFS”)
By:____________________________________________
Executive
Vice President
MUTUAL
FUND ADMINISTRATION CORPORATION
(“MFAC”)
By:____________________________________________
President
9
Schedule
A
to
the
by
and between
and
UMB
Fund Services, Inc.
and
Mutual
Fund Administration Corporation
NAME
OF FUNDS
Zacks
Multi-Cap Opportunities Fund
10
Schedule
B
to
the
by
and between
and
UMB
Fund Services, Inc.
and
Mutual
Fund Administration Corporation
SERVICES
Subject
to the direction and control of the Board of Trustees and utilizing information
provided by the Trust and its agents, the Co-Administrators will:
General
Fund Management
|
v
|
Act
as liaison among all Fund service
providers.
|
|
v
|
Supply
corporate secretarial services.
|
|
v
|
Provide
office facilities.
|
|
v
|
Supply
non-investment related statistical and research data, as
needed.
|
|
v
|
Coordinate
the Trust’s Board of Trustees’ (Trustees)
communication:
|
|
Ø
|
Establish
meeting agendas.
|
|
Ø
|
Prepare
reports for the Trustees based on financial and administrative
data.
|
|
Ø
|
Evaluate
independent auditor.
|
|
Ø
|
Secure
and monitor fidelity bond and Director and Officer Liability coverage,
and
make the necessary Securities and Exchange Commission (the SEC) filings
relating thereto.
|
|
Ø
|
Prepare
minutes of meetings of the Board of Trustees and Fund
shareholders.
|
|
Ø
|
Recommend
dividend declarations to the Board of Trustees; prepare and distribute
to
appropriate parties notices announcing declaration of dividends and
other
distributions to shareholders.
|
|
Ø
|
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.
|
|
v
|
Audits
|
|
Ø
|
Prepare
appropriate schedules and assist independent
auditors.
|
|
Ø
|
Provide
information to the SEC and facilitate audit
process.
|
|
Ø
|
Provide
office facilities.
|
|
v
|
Assist
in overall operations of the Trust.
|
11
|
v
|
Pay
Fund expenses upon written authorization from the Trust’s authorized
signers.
|
|
v
|
Monitor
arrangements under shareholder services or similar plans.
|
|
v
|
Total
return and SEC yield
calculations
|
|
v
|
Assist
with the “start-up” of new funds.
|
Compliance
Regulatory
Compliance:
|
v
|
Monitor
compliance with the 1940 Act requirements,
including:
|
|
Ø
|
Asset
diversification tests
|
|
Ø
|
Maintenance
of books and records under Rule
31a-3
|
|
Ø
|
Code
of Ethics for the Trustees and Officers of the
Trust.
|
|
v
|
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”).
|
|
v
|
Monitor
affiliated transactions under exemptive rules (17a-7, 17e-1,
etc.).
|
|
v
|
Assist
and provide Funds’ CCO with documents, as
required.
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Blue
Sky Compliance:
|
v
|
Prepare
and file with the appropriate state securities authorities, any and
all
required compliance filings relating to the qualification of the
securities of the Trust so as to enable the Trust to make a continuous
offering of its shares in all
states.
|
|
v
|
Monitor
status and maintain qualifications in each
state.
|
SEC
Registration and Reporting:
|
v
|
Assist
Trust counsel in updating the Prospectus and SAI and in preparing
proxy
statements.
|
|
v
|
Prepare
annual and semi-annual reports and Form N-SAR
filings.
|
|
v
|
Coordinate
the printing, filing and mailing of publicly disseminated Prospectuses
and
shareholder reports.
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|
v
|
File
fidelity bond under Rule 17g-1.
|
|
v
|
File
certified reports under Section 302 of the Xxxxxxxx-Xxxxx Act of
2002 on
Form N-CSR and Form N-Q.
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|
v
|
Monitor
sales of each Fund’s shares to ensure that such shares are properly
registered with the SEC and the appropriate state
authorities.
|
|
v
|
Prepare
and file Rule 24f-2 notices.
|
|
v
|
Assist
in filing proxy voting on Form
N-PX.
|
12
IRS
Compliance:
|
v
|
Monitor
each Fund’s status as a regulated investment company under Subchapter M,
including without limitation, review of the
following:
|
|
Ø
|
Asset
diversification requirements
|
|
Ø
|
Qualifying
income requirements
|
|
Ø
|
Distribution
requirements
|
|
v
|
Calculate
required distributions (including excise tax
distributions).
|
Financial
Reporting
|
v
|
Provide
financial data required by each Fund’s Prospectus and
SAI.
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|
v
|
Prepare
financial reports for officers, shareholders, tax authorities,
performance-reporting companies, the Board of Trustees, the SEC and
independent auditors.
|
|
v
|
Supervise
each Fund’s custodian and fund accountants in the maintenance of their
general ledger and in the preparation of the financial statements,
including oversight of expense accruals and payments, of the determination
of net asset value of the Funds’ net assets and of the Funds’ shares, and
of the declaration and payment of dividends and other distributions
to
shareholders.
|
|
v
|
Compute
Fund performances.
|
|
v
|
Compute
the expense ratio of each class of each Fund, and each Fund’s portfolio
turnover rate.
|
|
v
|
Monitor
the expense accruals and notify the Advisor’s management of any proposed
adjustments.
|
|
v
|
Prepare
financial statements, as necessary, which include without limitation,
the
following items:
|
-
Schedule of Investments
-
Statement of Assets and Liabilities
-
Statement of Operations
-
Statement of Changes in Net Assets
-
Cash Statement, if required
-
Schedule of Capital Gains and Losses
|
v
|
Prepare
quarterly broker security transaction
summaries.
|
|
v
|
Prepare
quarterly schedule of investments for Form N-Q filing with the
SEC.
|
Tax
Reporting
|
v
|
Work
with independent auditors to file, on a timely basis, the appropriate
federal and state tax returns as prepared by the Fund’s auditors,
including without limitation, Forms
1120/8613.
|
|
v
|
Prepare
state income breakdowns where
relevant.
|
|
v
|
File
Form 1099 Miscellaneous for payments to Trustees and other service
providers.
|
|
v
|
Monitor
wash sale losses, PFICs and other applicable book to tax basis
adjustments.
|
|
v
|
Calculate
eligible dividend income for corporate
shareholders.
|
13
The
duties of the Co-Administrators shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against any
of
the Co-Administrators hereunder. These Services do not include correcting,
verifying or addressing any prior actions or inactions by any Fund or by any
prior service provider. To the extent the Co-Administrators agree to take such
actions, those actions taken shall be deemed part of this Schedule
B.
14
