CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Exhibit (h)(3)
CHIEF COMPLIANCE OFFICER
SERVICES AGREEMENT
THIS AGREEMENT (the “Agreement”) is made as of this 30th day of June, 2020 by and among the trusts listed in Appendix A (the “Trusts”), on behalf of themselves and each of their funds (the “Funds”), Xxxx Xxxxxxx Investment Management LLC (formerly, Xxxx Xxxxxxx Advisers, LLC) (“Xxxx Xxxxxxx”) and the Trust’s Chief Compliance Officer, Xxxxx Xxxx (the “CCO”).
WHEREAS, Rule 38a-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), requires each Trust to: (i) establish a compliance program that is reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1); and (ii) designate an individual to serve as the CCO, with overall responsibility for administering the Trust’s compliance program;
WHEREAS, each Trust desires to retain the CCO to provide the services set forth below to the Trust and each of its Funds and the CCO is willing to furnish such services in the manner and on the terms hereinafter set forth; and
WHEREAS, each Trust desires to retain Xxxx Xxxxxxx to provide administrative services to the CCO as described below and Xxxx Xxxxxxx is willing to furnish such services in the manner and on the terms hereinafter set forth.
NOW, THEREFORE, each Trust, the CCO and Xxxx Xxxxxxx hereby agree as follows:
1. CCO and CCO Services. Subject to the general supervision of the Boards of Trustees of the Trusts (the “Board”), the CCO will provide the Trusts and each of the Funds the CCO services set forth below as are reasonably necessary for the operation of the Trusts and each Fund (the “CCO Services”). The CCO Services include, but are not limited to:
| (1) | coordinating the implementation of policies and procedures reasonably designed to prevent violation of federal securities laws by the Funds, including policies and procedures that provide for the oversight of compliance by each investment adviser, subadviser, principal underwriter, administrator, and transfer agent of the Funds; |
| (2) | reviewing, at least annually, the adequacy of the policies and procedures of the Funds and each investment adviser, subadviser, principal underwriter, administrator and transfer agent of the Funds; and |
| (3) | providing, at least annually, a written report to the Board that at minimum, addresses: |
| (a) | the operation of the policies and procedures of the Funds and each investment adviser, subadviser, principal underwriter, administrator, and transfer agent of the Funds, 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 described in Section 1.2 above; and |
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| (b) | each material compliance matter that occurred since the date of the last report. |
| (4) | Monitoring of post-trade compliance of each Fund with applicable regulatory requirements. |
In connection with the provision of the CCO Services by the CCO, Xxxx Xxxxxxx will at the expense of the Trusts:
| (1) | either provide such staff and personnel to the CCO as are reasonably necessary to perform the CCO Services or assist the CCO in hiring such staff and personnel; |
| (2) | provide the Trusts with all office space, office equipment, utilities and other office support as the CCO may reasonably request to perform the CCO Services (“Office Support”); |
| (3) | provide the CCO with computer hardware and software (and the development thereof) used to support CCO Services and IT support relating to such computer hardware and software; and |
| (4) | provide the CCO with such other services as the CCO may reasonably request in order to perform his or her duties as the CCO of the Funds including, without limitation, services provided by third parties such as Xxxxxxx Xxxxx, Diligence Vault and Xxxxxxxxx that are related to Xxxx Xxxxxxx’x provision of CCO Services to the Funds; |
Expenses of providing the services set forth in (1) through (4) above to be paid by the Trust include overhead expenses (including Manulife Financial Corporation (“Manulife”) corporate overhead) related to Office Support and personnel who provide services to each Fund pursuant to this Agreement (the “Reimbursement”), provided that overhead expenses related to Office Support shall not exceed levels that are allocated ordinarily to other Manulife business units. Xxxx Xxxxxxx shall determine, subject to Board approval, the expenses to be reimbursed by each Fund pursuant to this Agreement (the “Reimbursement”); provided, however, that such expenses shall not exceed levels that are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. The Reimbursement shall be calculated and paid monthly in arrears.
The CCO Services do not include services performed and personnel provided pursuant to contracts with the Trust or the Funds by third-party custodians, transfer agents and other service providers.
2. Compensation. In consideration for the CCO Services provided by the CCO pursuant to this Agreement, each Fund will pay the CCO such compensation as may be approved by the Board in accordance with Rule 38a-1 from time to time. Any services provided to the CCO or the Funds relating to the CCO Services by a person or entity other than Xxxx Xxxxxxx and its affiliates, including, without limitation, services provided by attorneys not affiliated with Xxxx Xxxxxxx, are not covered under this Agreement and are an expense of the Funds.
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3. No Partnership or Joint Venture. Each Trust, on behalf of itself and each of its Funds, Xxxx Xxxxxxx and the CCO are not partners of or joint venturers with each other, and nothing herein shall be construed so as to make any of the Trusts, on behalf of itself or any of its Funds, Xxxx Xxxxxxx or the CCO partners or joint venturers or impose any liability as such on the Trust, any Xxxx, Xxxx Xxxxxxx or the CCO.
4. Limitation of Liability. Neither the CCO nor Xxxx Xxxxxxx shall be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates, except losses resulting from willful misfeasance, bad faith or negligence by the CCO or Xxxx Xxxxxxx in the performance of its duties or from reckless disregard by the CCO or Xxxx Xxxxxxx of its obligations under this Agreement. Any person, even though also employed by Xxxx Xxxxxxx, who may be or become an employee of and paid by any of the Trusts shall be deemed, when acting within the scope of his or her employment by the Trust, to be acting in such employment solely for the Trusts and not as Xxxx Xxxxxxx’x employee or agent.
5. Duration and Termination of Agreement. This Agreement shall remain in effect until the second anniversary of the date on which it was executed, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Independent Trustees. The Agreement may be terminated: (a) at any time on written notice without the payment of any penalty by any of the Trusts on behalf of itself or any of its Funds (by vote of a majority of the Trustees of the Trust); or (b) on 30 days’ written notice to the Trusts by the CCO or Xxxx Xxxxxxx.
6. Amendment. No provision of this Agreement may be amended, waived, discharged or terminated except by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the choice of law provisions thereof.
8. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A copy of the Declaration of Trust of each Trust which is organized as a Massachusetts business trust is on file with the Secretary of State of the Commonwealth of Massachusetts and provides that no Trustee, shareholder, officer, employee or agent of the Trust shall be subject to any personal liability in connection with Trust property or the affairs of the Trust, but that only the assets belonging to the Trust, or to the particular Fund with respect to which an obligation or claim arose, shall be liable.
9. Execution. This Agreement and any amendments hereto and any notices or other communications hereunder that are required to be in writing may be in electronic form (including without limitation by facsimile and, in the case of notices and other communications, email) and may be executed by means of electronic signatures.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by authorized officers as of the date first written above.
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | CCO of the Trusts | |
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XXXX XXXXXXX INVESTMENT MANAGEMENT LLC (formerly, Xxxx Xxxxxxx Advisers, LLC) |
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| By: | /s/ Xxx Xxxxxxxxx | |
| Name: | Xxx Xxxxxxxxx | |
| Title: | Chief Investment Officer | |
| BY ALL THE TRUSTS LISTED IN APPENDIX A | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President and Chief Executive Officer | |
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APPENDIX A
XXXX XXXXXXX XXXX TRUST
XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
XXXX XXXXXXX CAPITAL SERIES
XXXX XXXXXXX COLLATERAL TRUST
XXXX XXXXXXX CURRENT INTEREST
XXXX XXXXXXX EXHANGE-TRADED FUND TRUST
XXXX XXXXXXX FINANCIAL OPPORTUNITIES FUND
XXXX XXXXXXX FUNDS II
XXXX XXXXXXX FUNDS III
XXXX XXXXXXX HEDGED EQUITY & INCOME FUND
XXXX XXXXXXX INCOME SECURITIES TRUST
XXXX XXXXXXX INVESTMENT TRUST
XXXX XXXXXXX INVESTMENT TRUST II
XXXX XXXXXXX INVESTORS TRUST
XXXX XXXXXXX MUNICIPAL SECURITIES TRUST
XXXX XXXXXXX PREFERRED INCOME FUND
XXXX XXXXXXX PREFERRED INCOME FUND II
XXXX XXXXXXX PREFERRED INCOME FUND III
XXXX XXXXXXX PREMIUM DIVIDEND FUND
XXXX XXXXXXX SOVEREIGN BOND FUND
XXXX XXXXXXX STRATEGIC SERIES
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
XXXX XXXXXXX TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
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