MASTER SERVICES AGREEMENT

Certain information has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

 

MASTER SERVICES AGREEMENT

 

This Master Services Agreement (this “Agreement”), dated September 22, 2020, is among XXXX Investment Management, LLC (the “Adviser”), a Delaware limited liability company, XXXX Funds (the “Trust”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

 

Background

The Adviser is a Delaware limited liability company that provides advisory and administrative services to the Trust, an open-end management investment company registered or to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Adviser and the Trust desire that Ultimus perform certain services for each of the Trust’s series listed on Schedule A (as amended from time to time) (individually referred to herein as a “Fund” and collectively as the “Funds”). Ultimus is willing to perform such services on the terms and conditions set forth in this Agreement.

 

Terms and Conditions

1.Retention of Ultimus

The Adviser and the Trust retain Ultimus to act as the service provider on behalf of each Fund for the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. Ultimus accepts such employment to perform the selected Services.

 

[X]Fund Accounting Addendum

 

[X]Fund Administration Addendum

 

[X]Transfer Agent and Shareholder Servicing Addendum

 

2.Allocation of Charges and Expenses

 

2.1.Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement. Ultimus shall also pay all compensation of any officers of the Trust who are affiliated persons of Ultimus, except when such person is serving as the Trust’s chief compliance officer.

 

2.2.The Adviser, on behalf of each Fund, assumes and shall pay or cause to be paid all other expenses of the Trust or a Fund not otherwise allocated under this Section 2, including, without limitation: organization costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy statements and related materials; all expenses incurred in connection with issuing and redeeming shares; the costs of custodial services; the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws; fees and reimbursable expenses of Trustees who are not affiliated persons of Ultimus or the investment adviser(s) to the Trust; insurance premiums; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of investment advisers to the Trust.

 

  

 

3.Compensation

 

3.1.The Adviser shall pay for the Services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.

 

3.2.If this Agreement becomes effective subsequent to the first day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be equal to a full calendar month’s worth of fees as calculated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. The Adviser shall promptly pay Ultimus’ compensation for the preceding month.

 

3.3.In the event that the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement in order to comply with such requirements and provide for additional compensation for Ultimus as mutually agreed to by the parties.

 

3.4.In the event that any fees are disputed, the Adviser shall, on or before the due date, pay all undisputed amounts due hereunder and notify Ultimus in writing of any disputed fees which it is disputing in good faith. Payment for such disputed fees shall be due on or before the tenth (10th) business day after the day on which Ultimus provides to the Adviser documentation which reasonably supports the disputed charges.

 

4.Reimbursement of Expenses

In addition to paying Ultimus the fees described in each Fee Letter, the Adviser agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following:

 

4.1.Reasonable travel and lodging expenses incurred by officers and employees of Ultimus in connection with attendance at meetings of the Trust’s Board of Trustees (the “Board”) or any committee thereof and shareholders’ meetings;

 

4.2.All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Adviser or the Trust;

 

4.3.All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Adviser, the Trust or custodian, counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services;

 

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4.4.The cost of obtaining secondary security market quotes and any securities data, including but not limited to the cost of fair valuation services;

 

4.5.The cost of electronic or other methods of storing records and materials;

 

4.6.All fees and expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services requested by the Trust or the Adviser;

 

4.7.Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes;

 

4.8.A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); and

 

4.9.Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement.

 

5.Maintenance of Books and Records; Record Retention

 

5.1.Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a-1 under the Investment Company Act.

 

5.2.Ownership of Records

 

A.Ultimus agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Adviser, the Trust or Fund.

 

B.Ultimus agrees to provide the Client Records to the Adviser, the Trust or a Fund, at the expense of the Adviser, the Trust or Fund, upon reasonable request, and to make such books and records available for inspection by the Adviser, the Trust, a Fund, or its regulators at reasonable times.

 

C.Ultimus agrees to furnish to the Adviser, the Trust or a Fund, at the expense of the Adviser, the Trust or Fund, all Client Records in the electronic or other medium in which such material is then maintained by Ultimus as soon as practicable after any termination of this Agreement. Unless otherwise required by applicable law, rules, or regulations, Ultimus shall promptly turn over to the Adviser, the Trust or Fund or, upon the written request of the Adviser, the Trust or Fund, destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule, or regulation to maintain any Client Records, it will provide the Adviser, the Trust or Fund with copies as soon as reasonably practical after the termination.

 

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5.3.Ultimus agrees to keep confidential all Client Records, except when requested to divulge such information by duly constituted authorities or court process.

 

5.4.If Ultimus is requested or required to divulge such information by duly constituted authorities or court process, Ultimus shall, unless prohibited by law, promptly notify the Adviser, the Trust or Fund of such request(s) so that the Adviser, the Trust or Fund may seek, at the expense of the Adviser, the Trust or Fund, an appropriate protective order.

 

6.Subcontracting

Ultimus may, at its expense, subcontract with any entity or person concerning the provision of the Services; provided, however, that Ultimus shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor, and that Ultimus shall be responsible, to the extent provided in Section 10, for all acts of a subcontractor.

 

7.Effective Date

 

7.1.This Agreement shall become effective as of the date first above written with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (the “Agreement Effective Date”).

 

7.2.Each Addendum shall become effective as of the date first written in the Addendum with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation).

 

8.Term

 

8.1.Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for a period of five years from the date first above written (the “Initial Term”).

 

8.2.Renewal Terms. Immediately following the Initial Term this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”).

 

8.3.Termination. A party may terminate this Agreement under the following circumstances.

 

A.Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

 

(1)a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party;

 

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(2)the Non-Terminating Party takes a position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to come to agreement on the position within the 30-day notice period;

 

(3)a final and unappealable judicial, regulatory, or administrative ruling or order in which the Non-Terminating Party has been found guilty of criminal or unethical behavior in the conduct of its business;

 

(4)the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under the Bankruptcy Code of the United States Code, as then in effect.

 

B.Out-of-Scope Termination. If the Adviser, the Trust or a Fund demands services that are beyond the scope of this Agreement and any incorporated Addendum, and the parties cannot agree on appropriate terms relating to such out-of-scope services, Ultimus may terminate this Agreement upon 60 days’ prior written notice.

 

C.End-of-Term Termination. A party can terminate this Agreement at the end of the Initial Term or a Renewal Term by providing written notice of termination to the other party at least 90 days prior to the end of the Initial Term or then-current Renewal Term.

 

D.Early Termination.

 

(1)Any termination by the Adviser, the Trust or Fund other than termination under Section 8.3.A-C is deemed an “Early Termination”; provided, however, that any termination of this Agreement, in whole or in part, in connection with, related to, by virtue of, or reasonably necessitated by, the Adviser assuming the role of the Administrator of the Trust, shall not be regarded as an Early Termination hereunder but rather as an End-of-Term Termination pursuant to Section 8.3.C hereof solely with respect to such services, agreements, understandings and arrangements that shall no longer be reasonably required in light of such change and shall not be subject to the Early Termination Fee described in Section 8.3.D(2) below, provided Ultimus will serve as the Sub-Administrator of the Trust. In the event the Adviser notifies Ultimus that it intends to become the Administrator of the Trust, the parties agree to amend this Agreement as necessary to reflect that the Adviser is the Administrator and Ultimus is the Sub-Administrator.

 

(2)The Adviser, the Trust or Fund that provides a notice of early termination is subject to an “Early Termination Fee” equal to the pro rated fee amount due to Ultimus through the end of the then-current term as calculated in the applicable Fee Letter, including the repayment of any negotiated discounts provided by Ultimus during the term of the Agreement.

 

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E.Final Payment. Any unpaid compensation, reimbursement of expenses, or Early Termination Fee is due to Ultimus within 15 calendar days of the termination date provided in the notice of termination.

 

F.Transition. Upon termination of this Agreement, Ultimus will cooperate with any reasonable request of the Adviser or the Trust to effect a prompt transition to a new service provider selected by the Adviser or the Trust. Ultimus shall be entitled to collect from the Adviser or the Trust, in addition to the compensation described in each applicable Fee Letter, (1) the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such termination, including, without limitation, the delivery to the Adviser, the Trust or their designees of the Trust’s property, records, instruments, and documents, and (2) a reasonable de-conversion fee as mutually agreed to by the parties.

 

G.Liquidation. Upon termination of this Agreement due to the liquidation of the Trust or a Fund, Ultimus shall be entitled to collect from the Adviser or the Trust, in addition to the compensation described in each applicable Fee Letter, (1) the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such termination, including, without limitation, the delivery to the Adviser, the Trust or their designees of the Trust’s property, records, instruments, and documents, and (2) a reasonable liquidation fee as mutually agreed to by the parties.

 

8.4.No Waiver. Failure by either party to terminate this Agreement for a particular cause shall not constitute a waiver of its right to subsequently terminate this Agreement for the same or any other cause.

 

9.Additional Funds or Classes of Shares

In the event that the Trust establishes one or more series or classes of shares after the Agreement Effective Date, each such series or class of shares shall become, at the discretion of the Adviser, the Trust and Ultimus, a Fund or class of shares of a Fund (as applicable) under this Agreement and shall be added to Schedule A and the applicable Fee Letter(s) as appropriate.

 

10.Standard of Care; Limits of Liability; Indemnification

 

10.1.Standard of Care. Each party’s duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. Each party shall use its best efforts in the performance of its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses or costs arising directly or indirectly out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise directly or indirectly out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

 

10.2.Limits of Liability

 

A.Ultimus shall not be liable for any Losses (as defined below) arising from the following:

 

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(1)performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or item of any kind that Ultimus reasonably believes to be genuine and to have been signed, presented, or furnished by a duly authorized representative of the Adviser, the Trust or any Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes);

 

(2)operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services;

 

(3)using valuation information provided by the Trust’s approved third-party pricing service(s) or the investment adviser(s) to the Fund for the purpose of valuing a Fund’s portfolio holdings;

 

(4)any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Ultimus’ reasonable control, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third-parties; and

 

(5)any error, action or omission by the Adviser or the Trust or other past or current service provider.

 

B.Ultimus may apply to the Adviser or the Trust at any time for instructions and may consult with counsel for the Adviser, the Trust or a Fund, counsel for the Trust’s independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Ultimus' duties or the Services. Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.

 

C.A copy of the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) is on file with the Secretary of State (or equivalent authority) of the state in which the Trust is organized, and notice is hereby given that this instrument is executed on behalf of the Trust and not the Trustees individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, that Fund), and Ultimus shall look only to the assets of the Trust (or the particular Fund, as applicable), for the satisfaction of such obligations.

 

D.Ultimus shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Trust or any Fund, the Trust’s or any Fund’s investment adviser or any of the Trust’s or Fund’s other service providers until receipt of written notice thereof from the Adviser, the Trust or Fund (as applicable). As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.

 

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E.The Board has and retains primary responsibility for oversight of all compliance matters relating to the Funds, including, but not limited to, compliance with the Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.

 

F.To the maximum extent permitted by law, each of the Adviser and the Trust agrees to limit Ultimus’ liability for the Trust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Ultimus under this Agreement during the most recent rolling 12-month period or the actual time period this Agreement has been in effect if less than 12 months. This limitation shall apply regardless of the cause of action or legal theory asserted.

 

G.In no event shall Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Ultimus was advised of the possibility thereof. Ultimus shall not be liable for any corrupt, faulty or inaccurate data provided to Ultimus by any third-parties for use in delivering Ultimus’ Services to the Adviser, the Trust or a Fund and Ultimus shall have no duty to independently verify and confirm the accuracy of third-party data. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

 

10.3.Indemnification

 

A.Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees, directors, managers, officers, employees, and other agents (collectively, the “Indemnitees” and each an “Indemnitee”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, and expenses (including attorney fees and investigation expenses) (collectively, “Losses”) arising directly or indirectly out of (1) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material breach by the Indemnifying Party or its affiliated persons or agents of this Agreement.

 

B.Notwithstanding the foregoing provisions, the Adviser, the Trust or Fund shall indemnify Ultimus for Ultimus’ Losses arising from circumstances under Section 10.2.X.

 

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C.Upon the assertion of a claim for which either party may be required to indemnify the other, the Indemnitee shall promptly notify the Indemnifying Party of such assertion, and shall keep the Indemnifying Party advised with respect to all developments concerning such claim. Notwithstanding the foregoing, the failure of the Indemnitee to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure.

 

D.The Indemnifying Party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify the Indemnitee except with the Indemnifying Party’s prior written consent.

 

10.4.The provisions of this Section 10 shall survive termination of this Agreement.

 

11.Force Majeure.

Neither party will be liable for Losses, loss of data, delay of Services, or any other issues caused by events beyond its reasonable control, including, without limitation, delays by third party vendors and/or communications carriers, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots, failure of the mails, transportation, communication, or power supply.

 

12.Representations and Warranties

 

12.1.Joint Representations. Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

 

(A)It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.

 

(B)To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement.

 

(C)For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”).

 

(D)It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement.

 

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(E)This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

(F)Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

 

12.2.Representations of the Adviser and the Trust. Each of the Adviser and the Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

 

(A)(1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made.

 

(B)It shall cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Ultimus, in order to enable Ultimus to perform its duties and obligations under this Agreement.

 

(C)The Trust’s Agreement and Declaration of Trust, Bylaws, registration statement and each Fund’s organizational documents, and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

 

(D)Each of the employees of Ultimus that serves or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Ultimus immediately should the Policy be canceled or terminated.

 

(E)Any officer of the Trust shall be considered an individual who is authorized to provide Ultimus with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.

 

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13.Insurance

 

13.1.Maintenance of Insurance Coverage. Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

 

13.2.Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefore.

 

14.Information Provided by the Adviser and the Trust

 

14.1.Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Adviser and/or the Trust will furnish to Ultimus the following:

 

(A)copies of the Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

 

(B)the Trust’s Bylaws and any amendments thereto;

 

(C)certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct Ultimus thereunder;

 

(D)a list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct Ultimus in all matters;

 

(E)the Trust’s registration statement and all amendments thereto filed with the SEC pursuant to the Securities Act and the Investment Company Act;

 

(F)the Trust’s notification of registration under the Investment Company Act on Form N-8A as filed with the SEC;

 

(G)the Trust’s current prospectus and statement of additional information for each Fund;

 

(H)an accurate, current list of shareholders of each existing series of the Trust, if applicable, showing each shareholder’s address of record, number of shares owned and whether such shares are represented by outstanding share certificates;

 

(I)copies of the current plan of distribution adopted by the Trust under Rule 12b-1 under the Investment Company Act for each Fund, if applicable;

 

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(J)copies of the current investment advisory agreement and current investment sub-advisory agreement(s), if applicable, for each Fund;

 

(K)copies of the current underwriting agreement for each Fund;

 

(L)contact information for each Fund’s service providers, including, but not limited to, the Fund’s administrator, custodian, transfer agent, independent accountants, legal counsel, underwriter and chief compliance officer; and

 

(M)a copy of procedures adopted by the Trust in accordance with Rule 38a-1 under the Investment Company Act.

 

14.2.After the Agreement Effective Date. After the Agreement Effective Date, the Trust will furnish to Ultimus any amendments to the items listed in Section 14.1.

 

15.Compliance with Law

The Adviser and the Trust assume full responsibility for the preparation, contents, and distribution of each prospectus of a Fund and further agrees to comply with all applicable requirements of the Federal Securities Laws and any other laws, rules and regulations of governmental authorities having jurisdiction over the Trust or a Fund, including, but not limited to, the Internal Revenue Code, the USA PATRIOT Act of 2001, and the Xxxxxxxx-Xxxxx Act of 2002, each as amended.

 

16.Privacy and Confidentiality

 

16.1.Definition of Confidential Information. The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

 

(A)any information concerning technology, such as systems, source code, databases, hardware, software, programs, applications, engaging protocols, routines, models, displays, and manuals;

 

(B)any unpublished information concerning research activities and plans, customers, clients, shareholders, strategies and plans, costs, operational techniques;

 

(C)any unpublished financial information, including information concerning revenues, profits and profit margins, and costs or expenses; and

 

(D)Customer Information (as defined below).

 

Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally, or marked appropriately.

 

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16.2.Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Adviser or the Trust, as applicable. “Customer Information” shall mean all non-public, personally identifiable information as defined by Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

 

16.3.Treatment of Confidential Information

 

(A)Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

 

(B)Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.

 

(C)Each party further agrees that:

 

(1)The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;

 

(2)Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information;

 

(3)Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and

 

(4)The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

 

16.4.Severability. This provision and the obligations under this Section 16 shall survive termination of this Agreement.

 

XXXX Investment Management, LLC and XXXX Funds
Ultimus Master Services Agreement
September 22, 2020		Page 13 of 17

 

 

17.Press Release

Within the first 60 days following the Agreement Effective Date, the Adviser and the Trust agree to review in good faith a press release (in any format or medium) announcing the Agreement with Ultimus; provided that Ultimus must obtain the Adviser’s and the Trust’s written consent prior to publication of such release, which consent shall not be unreasonably denied by the Adviser or the Trust.

 

18.Non-Exclusivity

The services of Ultimus rendered to the Adviser and the Trust are not deemed to be exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers or employees who also may be a trustee, officer or employee of the Trust, or persons who are otherwise affiliated persons of the Trust to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

 

19.Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Cincinnati, Ohio, according to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

 

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.

 

20.Notices

Any notice provided under this Agreement shall be sufficiently given when either delivered personally by hand or received by electronic mail overnight delivery, or certified mail at the following address.

 

20.1.If to the Adviser:

 

XXXX Investment Management, LLC

Attn: Xxxxx Job

000 Xxxxxx Xxxxxx, Xxxxx 000

Xxx Xxxxxx, Xxxx 00000

 

20.2.If to the Trust:

 

XXXX Funds

Attn: Xxxxx Job

000 Xxxxxx Xxxxxx, Xxxxx 000

Xxx Xxxxxx, Xxxx 00000

 

XXXX Investment Management, LLC and XXXX Funds
Ultimus Master Services Agreement
September 22, 2020		Page 14 of 17

 

 

20.3.If to Ultimus:

 

Ultimus Fund Solutions, LLC

Attn: General Counsel

0000 Xxxxx 000xx Xxxxxx, Xxxxx 000

Xxxxxxx, XX 00000

Email: xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx

 

21.General Provisions

 

21.1.Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the entire understanding of the parties and supersede any other agreement between them relating to the Services.

 

21.2.Conflicts. In the event of any conflict between this Agreement and any Appendices or Addendum thereto, this Agreement shall control.

 

21.3.Amendments. The parties may only amend or waive all or part of this Agreement by written amendment or waiver signed by both parties.

 

21.4.Assignments.

 

(A)Except as provided in this Section 21.4, this Agreement and the rights and duties hereunder shall not be assignable by either of the parties except by the specific written consent of the non-assigning party.

 

(B)The terms and provisions of this Agreement shall become automatically applicable to any investment company that is the successor to the Trust because of reorganization, recapitalization, or change of domicile.

 

(C)Unless this Agreement is terminated in accordance with Section 8 of this Agreement, Ultimus may, to the extent permitted by law and in its sole discretion, assign all its rights and interests in this Agreement to an affiliate, parent, subsidiary or to the purchaser of substantially all of its business, provided that Ultimus provides the Adviser and the Trust at least 90 days’ prior written notice.

 

(D)This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

 

21.5.Governing Law. This Agreement shall be construed in accordance with the laws of the state of Ohio and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the state of Ohio, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

 

21.6.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.

 

XXXX Investment Management, LLC and XXXX Funds
Ultimus Master Services Agreement
September 22, 2020		Page 15 of 17

 

 

21.7.Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement.

 

21.8.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 provisions held to be illegal or invalid.

 

Signatures are located on the next page.

 

XXXX Investment Management, LLC and XXXX Funds
Ultimus Master Services Agreement
September 22, 2020		Page 16 of 17

 

 

The parties duly executed this Agreement as of September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds    
       
By: /s/ Xxxxx Job    
Name: Xxxxx Job    
Title: President    

 

XXXX Investment Management, LLC and XXXX Funds
Ultimus Master Services Agreement
September 22, 2020		Page 17 of 17

 

 

SCHEDULE A

to the

Master Services Agreement

among

XXXX Investment Management, LLC,

XXXX Funds

and

Ultimus Fund Solutions, LLC

dated September 22, 2020

 

Fund Portfolio(s)

 

XXXX Small Cap Fund

XXXX Large Cap 130/30 Fund

XXXX International Fund

 

 

 

Fund Accounting Addendum

for

XXXX Investment Management, LLC

and

XXXX Funds

 

This Fund Accounting Addendum, dated September 22, 2020, is among XXXX Investment Management, LLC (the “Adviser”), XXXX Funds (the “Trust”), on its own behalf and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement dated September 22, 2020, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

 

Fund Accounting Services

1.Performance of Daily Accounting Services

Ultimus shall perform the following accounting services daily for each Fund, each in accordance with the Fund’s prospectus and statement of additional information:

 

1.1.calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1.2 below;

 

1.2.obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from each Fund’s investment adviser or its designee, as approved by the Board;

 

1.3.verify and reconcile with the Funds’ custodian cash and all daily activity;

 

1.4.compute, as appropriate, each Fund’s net income and realized capital gains, dividend payables, dividend factors, and weighted average portfolio maturity;

 

1.5.review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and/or yields to NASDAQ and such other entities as directed by the Fund;

 

1.6.determine unrealized appreciation and depreciation on securities held by the Funds;

 

1.7.accrue income of each Fund;

 

1.8.amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Trust;

 

1.9.update fund accounting system to reflect rate changes, as received/obtained by Ultimus, on variable interest rate instruments;

 

1.10.record investment trades received in proper form from each Fund or its authorized agents on the industry standard T+1 basis;

 

1.11.calculate Fund expenses based on instructions from each Fund’s administrator;

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Addendum		Page 1 of 4

 

 

1.12.accrue expenses of each Fund;

 

1.13.determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts;

 

1.14.provide accounting reports in connection with each Fund’s regular annual audit and other audits and examinations by regulatory agencies;

 

1.15.provide such periodic reports as agreed to by the parties;

 

1.16.prepare and maintain the following records upon receipt of information in proper form from each Fund or its authorized agents: (1) cash receipts journal; (2) cash disbursements journal; (3) dividend record; (4) purchase and sales-portfolio securities journals; (5) subscription and redemption journals; (6) security ledgers; (7) broker ledger; (8) general ledger; (9) daily expense accruals; (10) daily income accruals, (11) securities and monies borrowed or loaned and collateral therefore; (12) foreign currency journals; and (13) trial balances;

 

1.17.provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies;

 

1.18.provide accounting information to each Fund’s independent registered public accounting firm for preparation of the Fund’s tax returns; and

 

1.19.cooperate with, and take all reasonable actions in the performance of its duties under this Agreement, to ensure that all necessary information is made available to, each Fund’s independent public accountants in connection with any audit or the preparation of any report requested by the Fund.

 

2.Additional Accounting Services

Ultimus shall also perform the following additional accounting services for each Fund.

 

2.1.Financial Statements. Ultimus will provide monthly (or as frequently as may reasonably be requested by the Trust or a Fund’s investment adviser) a set of Financial Statements for each Fund. For purposes of this Fund Accounting Addendum, “Financial Statements” include the following: (A) Statement of Assets and Liabilities; (B) Statement of Operations; (C) Statement of Changes in Net Assets; (D) Security Purchases and Sales Journals; and (E) Fund Holdings Reports.

 

2.2.Other Information. Provide accounting information for the following:

 

(A)federal and state income tax returns and federal excise tax returns;

 

(B)reports with the SEC on Forms N-CEN, N-PORT, and N-CSR;

 

(C)registration statements and other filings relating to the registration of shares;

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Addendum		Page 2 of 4

 

 

(D)Ultimus’ monitoring of the Trust’s status as a regulated investment company under the Internal Revenue Code;

 

(E)annual audit by each Fund’s independent accountants; and

 

(F)examinations performed by the SEC.

 

2.3.Other Services

 

(A)as appropriate, compute each Fund’s yields, total return, expense ratios, and portfolio turnover rate, and any other financial ratios required by regulatory filings.

 

3.Special Reports and Services

 

3.1.Ultimus may provide additional special reports upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon by the parties prior to the reports being made available.

 

3.2.Ultimus may provide such other similar services with respect to a Fund as may be reasonably requested by the Adviser or the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided.

 

4.Tax Matters

Ultimus does not provide tax advice. Nothing in the Master Services Agreement or this Fund Accounting Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

 

5.Forms N-CEN and N-PORT

 

5.1.If Ultimus provides fund administration to the Trust or Fund, Ultimus will prepare and file with the SEC the reports on Forms N-CEN and N-PORT.

 

5.2.If Ultimus does not provide fund administration to the Trust or Fund, Ultimus will provide the fund administrator with accounting information for Forms N-CEN and N-PORT.

 

Signatures are located on the next page.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Addendum		Page 3 of 4

 

 

The parties duly executed this Fund Accounting Addendum as of September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Addendum		Page 4 of 4

 

 

Fund Accounting Fee Letter

for

the Funds listed on Schedule A

each a series of

XXXX Funds

 

This Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to XXXX Investment Management, LLC (the “Adviser”) and XXXX Funds (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated September 22, 2020, and the Fund Accounting Addendum dated September 22, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

 

1.Fees

For the Fund Accounting Services provided under the Fund Accounting Addendum, Ultimus shall be entitled to receive a fee and reimbursable expenses from the Trust, or the Funds, or the Adviser (as hereinafter defined) on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, which fee is included in the Fund Administration Fees, plus itemized fees as follows:

 

[REDACTED]

 

2.Portfolio Price Quotation and Performance Reporting

 

[REDACTED]

 

3.Monthly Per Trade Fee

 

[REDACTED]

4.Term

 

4.1.Initial Term. This Fee Letter shall continue in effect until the expiration of the Master Services Agreement’s Initial Term (the “Initial Term”).

 

4.2.Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”) unless Ultimus, the Trust, or the Adviser gives written notice of termination at least 90 days prior to the end of the Initial Term or the then-current Renewal Term.

 

4.3.Termination. Ultimus, the Adviser or the Trust may terminate the Agreement entirely or on behalf of a Fund as set forth in the Agreement. Any such termination shall be treated as a termination of this Fee Letter with respect to each Fund as to which the termination applies, in which case the Adviser shall be responsible for payment of any amounts required to be paid under the Agreement, including, without limitation, any applicable Early Termination Fee, any reimbursements for cash disbursements made by Ultimus and any fee for post-termination de-conversion or liquidation services.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Fee Letter		Page 1 of 3

 

 

4.4.Early Termination. Any Early Termination under the Agreement with respect to a Fund shall subject the Adviser to paying an “Early Termination Fee” equal to the fee amounts due to Ultimus through the end of the then-current term as calculated in this Fee Letter, including the repayment of any negotiated discounts provided by Ultimus during the then-current term.

 

4.5.Liquidation. Upon termination of the Agreement with respect to a Fund due to the liquidation of the Trust or a Fund, Ultimus shall be entitled to collect from the Trust or the Adviser the compensation described in this Fee Letter through the end of the then-current term, the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such termination, including, without limitation, the delivery to the Adviser, the Trust or their designees of the Trust’s property, records, instruments, and documents, and a reasonable fee for post-termination liquidation services as mutually agreed to by Ultimus, the Adviser and the Trust.

 

5.Fee Increases

Ultimus may annually increase the fees listed above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)1 plus 1.5%; provided that Ultimus gives 60-day notice of such increase to the Trust’s Board of Trustees and the Adviser. Any CPI–U increases not charged in any given year may be included in prospective CPI-U fee increases in future years.

 

6.Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

 

Signatures are located on the next page.

 

 
1Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Fee Letter		Page 2 of 3

 

 

The parties duly executed this Fund Accounting Fee Letter dated September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Fund Accounting Fee Letter		Page 3 of 3

 

 

Fund Administration Addendum

for

XXXX Investment Management, LLC

and

XXXX Funds

 

This Addendum, dated September 22, 2020, is among XXXX Investment Management, LLC (the “Adviser”), XXXX Funds (the “Trust”), on its own behalf and on behalf of the Funds listed in Scheduled A to that certain Master Services Agreement dated September 22, 2020, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

 

Fund Administration Services

1.Regulatory Reporting

Ultimus shall provide the Trust with regulatory reporting services, including:

 

1.1.prepare, in consultation with Trust counsel, and supervise the filing of annual updates to prospectuses and statements of additional information in the Trust’s registration statements;

 

1.2.prepare and file with the SEC (i) the reports for the Trust on Forms N-CSR, N-PORT and N-CEN, (ii) Form N-PX, and (iii) all required notices pursuant to Rule 24f-2 under the Investment Company Act;

 

1.3.prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust’s shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; and

 

1.4.cooperate with, and take all reasonable actions in the performance of its duties under this Agreement, to ensure that the necessary information is made available to, the SEC or any other regulatory authority in connection with any regulatory audit of the Trust or any Fund.

 

2.Shareholder Communications

Ultimus shall develop and prepare, with the assistance of the Trust’s investment adviser(s) and other service providers, communications to shareholders, including the annual and semiannual reports to shareholders, coordinate the printing and mailing of prospectuses, notices and other reports to Trust shareholders.

 

3.Corporate Governance

Ultimus shall provide the following services to the Trust and its Funds:

 

3.1.provide individuals reasonably acceptable to the Board to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined and under supervision by the Board;

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Addendum		Page 1 of 4

 

 

3.2.coordinate the acquisition of and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of the Investment Company Act and as such bonds and policies are approved by the Board; and

 

3.3.coordinate meetings of, prepare materials for, attend and write minutes of the Board’s quarterly meetings.

 

4.Other Services

Ultimus shall provide all necessary office space, equipment, personnel, and facilities for handling the affairs of the Trust; and shall provide such other services as the Trust may reasonably request that Ultimus perform consistent with its obligations under the Master Services Agreement and this Fund Administration Addendum:

 

4.1.administer contracts on behalf of the Trust with, among others, the Trust’s investment adviser(s), distributor, custodian, transfer agent and fund accountant;

 

4.2.assist the Trust, each Fund’s investment adviser(s) and the Trust’s Chief Compliance Officer in monitoring the Trust and its Funds for compliance with applicable limitations as imposed by the Investment Company Act and the rules and regulations thereunder or set forth in the Trust’s or any Fund’s then current prospectus or statement of additional information;

 

4.3.perform all reasonable and customary administrative services and functions of the Trust to the extent such administrative services and functions are not provided to the Trust by other agents of the Trust;

 

4.4.furnish advice and recommendations with respect to other aspects of the business and affairs of the Trust, as the Trust and Ultimus shall determine desirable;

 

4.5.prepare and maintain the Trust’s operating budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;

 

4.6.prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis;

 

4.7.assist each Fund’s independent registered public accounting firm with the preparation and filing of the Fund’s tax returns;

 

4.8.research and calculate the qualified dividend rate for income and short-term capital gain distributions and assist in the production of supplemental tax information letters for each Fund, if applicable;

 

4.9.advise the Trust and its Board on matters concerning the Trust and its affairs including making recommendations regarding dividends and distributions;

 

4.10.administer all disbursements for a Fund; and

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Addendum		Page 2 of 4

 

 

4.11.upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers and XXXXX providers.

 

5.Tax Matters

Ultimus does not provide tax advice. Nothing in the Master Services Agreement or this Fund Administration Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

 

6.Liquidity Risk Management Program. Ultimus will provide assistance in the adoption and maintenance of a Liquidity Risk Management Program (“LRMP”) which meets the requirements of Rule 22e-4 under the Investment Company Act. The LRMP shall include the following services:

 

Implementation Phase.

·Develop and implement the Trust’s written LRMP.
·Perform an in-depth evaluation of the adequacy of the adviser’s written LRMP to ensure compatibility with the Trust’s LRMP.

 

Ongoing Services (as applicable).

·Assist with the preparation of periodic reporting and annual report to the Board, including collecting and incorporating investment adviser reports.
·Provide data from each Fund’s books and records.
·Assist in monitoring each Fund’s highly liquid investment minimum, if applicable, and each Fund’s level of illiquid investments (15% limit).
·Assist with arranging Board notifications.
·Assist in the preparation of Form N-LIQUID.
·Add adviser’s liquidity risk discussion to shareholder reports.

 

7.Legal Representation

Notwithstanding any provision of the Master Services Agreement or this Fund Administration Addendum to the contrary, Ultimus will not provide legal representation to the Adviser, the Trust or any Fund, including through the use of attorneys that are employees of Ultimus. The Adviser and the Trust acknowledge that in-house Ultimus attorneys exclusively represent Ultimus and will rely on outside counsel retained by the Adviser or the Trust to review all services provided by in-house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Adviser or the Trust, any information provided to Ultimus attorneys will not be privileged and may be subject to compulsory disclosure under certain circumstances. Ultimus represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

 

Signatures are located on the next page.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Addendum		Page 3 of 4

 

 

The parties duly executed this Fund Administration Addendum as of September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Addendum		Page 4 of 4

 

 

Fund Administration Fee Letter

for

the Funds listed on Schedule A

each a series of

XXXX Funds

 

This Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to XXXX Investment Management, LLC (the “Trust”) and XXXX Funds (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated September 22, 2020, and the Fund Administration Addendum dated September 22, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

 

1.Fees

 

[REDACTED]

 

2.Reimbursable Expenses

In addition to the above fees, the Trust, the Funds, or the Adviser will reimburse Ultimus for certain reimbursable expenses incurred on each Fund’s behalf, including, but not limited to, travel expenses to attend Board meetings and any other expenses approved by the Trust or the Adviser. The Trust and each Fund will be responsible for the Fund’s normal operating expenses, such as federal and state filing fees, EDGARizing fees, insurance premiums, typesetting and printing of the Fund’s public documents, and fees and expenses of the Trust’s other vendors and providers that provide services to the Fund.

 

3.Term
3.1.Initial Term. This Fee Letter shall continue in effect until the expiration of the Master Services Agreement’s Initial Term (the “Initial Term”).

 

3.2.Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”) unless Ultimus, the Trust, or the Adviser gives written notice of termination at least 90 days prior to the end of the Initial Term or the then-current Renewal Term.

 

3.3.Termination. Ultimus, the Adviser or the Trust may terminate the Agreement entirely or on behalf of a Fund as set forth in the Agreement. Any such termination shall be treated as a termination of this Fee Letter with respect to each Fund as to which the termination applies, in which case the Adviser shall be responsible for payment of any amounts required to be paid under the Agreement, including, without limitation, any applicable Early Termination Fee, any reimbursements for cash disbursements made by Ultimus and any fee for post-termination de-conversion or liquidation services.

 

3.4.Early Termination. Any Early Termination under the Agreement with respect to a Fund shall subject the Adviser or the Trust to paying an “Early Termination Fee” equal to the fee amounts due to Ultimus through the end of the then-current term as calculated in this Fee Letter, including the repayment of any negotiated discounts provided by Ultimus during the then-current term.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Fee Letter		Page 1 of 3

 

 

3.5.Liquidation. Upon termination of the Agreement with respect to a Fund due to the liquidation of the Trust or a Fund, Ultimus shall be entitled to collect from the Trust or the Adviser the compensation described in this Fee Letter through the end of the then-current term, the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such termination, including, without limitation, the delivery to the Adviser, the Trust or their designees of the Trust’s property, records, instruments, and documents, and a reasonable fee for post-termination liquidation services as mutually agreed to by Ultimus, the Adviser and the Trust.

 

4.Fee Increases

Ultimus may annually increase the minimum fees listed in section 1.1 above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)2 plus 1.5%; provided that Ultimus gives 60-day notice of such increase to the Trust’s Board of Trustees and the Adviser. Any CPI–U increases not charged in any given year may be included in prospective CPI-U fee increases in future years.

 

5.Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

 

Signatures are located on the next page.

 

 
2Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Fee Letter		Page 2 of 3

 

 

The parties duly executed this Fund Administration Fee Letter dated September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Fund Administration Fee Letter		Page 3 of 3

 

 

Transfer Agent and Shareholder Services Addendum

for

XXXX Investment Management, LLC

and

XXXX Funds

 

This Addendum, dated September 22, 2020, is among XXXX Investment Management, LLC (the “Adviser”), XXXX Funds (the “Trust”), on its own behalf and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement, dated September 22, 2020, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

 

Transfer Agent and Shareholder Services

1.Shareholder Transactions

Ultimus shall provide the Trust with shareholder transaction services, including:

 

1.1.process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees;

 

1.2.set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method,

 

1.3.assist shareholders making changes to their account information included in 1.2;

 

1.4.issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”);

 

1.5.issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives;

 

1.6.act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding;

 

1.7.record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding;

 

1.8.perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”);

 

1.9.provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required;

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Addendum		Page 1 of 5

 

 

1.10.withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements;

 

1.11.produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders;

 

1.12.administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and

 

1.13.process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

 

2.Shareholder Information Services

Ultimus shall provide the Trust with shareholder information services, including:

 

2.1.make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information;

 

2.2.produce detailed history of transactions through duplicate or special order statements upon request;

 

2.3.provide mailing labels for distribution of financial reports, prospectuses, proxy statements or marketing material to current shareholders; and

 

2.4.respond as appropriate to all inquiries and communications from shareholders relating to shareholder accounts.

 

3.Compliance Reporting

 

3.1.AML Reporting. Ultimus agrees to provide anti-money laundering services to the Trust’s direct shareholders and to operate the Trust’s customer identification program for these shareholders, in each case in accordance with the written procedures developed by Ultimus and adopted or approved by the Board and with applicable law and regulations.

 

3.2.Regulatory Reporting. Ultimus agrees to provide reports to the federal and applicable state authorities, including the SEC, and to the Funds’ auditors. Applicable state authorities are those governmental agencies located in states in which the Fund is registered to sell shares.

 

3.3.IRS Reporting. Ultimus will prepare and distribute appropriate Internal Revenue Service (“IRS”) forms for shareholder income and capital gains (including the calculation of qualified income), sale of fund shares, distributions from retirement accounts and education savings accounts, fair market value reporting on IRAs, contributions, rollovers and conversions to IRAs and education savings accounts and required minimum distribution notifications and issue tax withholding reports to the IRS.

 

3.4.Market Timing Reports. Ultimus will provide quarterly market timing reports for each Fund.

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Addendum		Page 2 of 5

 

 

3.5.Pay-to-Play Reports. Ultimus will provide quarterly reporting for Fund accounts subject to pay-to-play rules.

 

4.Dealer/Load Processing

For each Fund with a share class that charges a sales load (either front-end or back-end), Ultimus will:

 

4.1.provide reports for tracking rights of accumulation and purchases made under a letter of intent;

 

4.2.account for separation of shareholder investments from transaction sale charges for purchase of Fund shares;

 

4.3.calculate fees due under Rule 12b-1 plans for distribution and marketing expenses;

 

4.4.track sales and commission statistics by dealer and provide for payment of commissions on direct shareholder purchases; and

 

4.5.applying appropriate Front End Sales Load (“FESL”) breakpoint and Contingent Deferred Sales Charges (“CDSCs”) automatically during trade processing.

 

5.Shareholder Account Maintenance

For each direct shareholder account, Ultimus agrees to perform the following services:

 

5.1.maintain all shareholder records for each account in each Fund;

 

5.2.as dividend disbursing agent, on or before the payment date of any dividend or distribution, notify the Fund’s custodian of the estimated amount of cash required to pay such dividend or distribution; prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and in the case of shareholders entitled to receive additional shares of the Fund by reason of any such dividend or distribution, make appropriate credit to their respective accounts and prepare and mail to such shareholders a confirmation statement with respect to such shares;

 

5.3.issue customer statements on a scheduled cycle, and provide duplicate second and third-party copies if required;

 

5.4.record shareholder account information changes; and

 

5.5.maintain account documentation files for each shareholder.

 

6.Other Services

 

6.1.Ultimus shall perform other services for the Trust that are mutually agreed upon in a writing signed by the parties for mutually agreed fees, if any, and all reimbursable expenses incurred by Ultimus; provided, however that the Trust may retain third parties to perform such other services. These services may include performing internal audit examination; mailing the annual reports of the Funds; preparing an annual list of shareholders; and mailing notices of shareholders’ meetings, proxies, and proxy statements.

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Addendum		Page 3 of 5

 

 

7.National Securities Clearing Corporation Processing

Ultimus will:

 

7.1.process accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (the “NSCC”) on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by Ultimus by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by Ultimus;

 

7.2.issue instructions to each Fund’s custodian for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants);

 

7.3.provide account and transaction information from the affected Trust’s records on an appropriate computer system in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers;

 

7.4.maintain shareholder accounts through Networking; and

 

7.5.complete data entry for NSCC Mutual Fund Profile Service (“MFPS”), including set up Fund’s designated share classes and the related CUSIPs beneath those share classes and annual maintenance of data.

 

8.Tax Matters

Ultimus does not provide tax advice. Nothing in the Master Services Agreement or this Transfer Agent and Shareholder Services Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

 

Signatures are located on the next page.

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Addendum		Page 4 of 5

 

 

The parties duly executed this Transfer Agent and Shareholder Services Addendum as of September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds, on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Addendum		Page 5 of 5

 

 

Transfer Agent and Shareholder Services Fee Letter

for

the Funds listed on Schedule A

each a series of

XXXX Funds

Error! Reference source not found.

This Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to XXXX Investment Management, LLC (the “Adviser”) and XXXX Funds (the “Trust”), for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated September 22, 2020, and the Transfer Agent and Shareholder Services Addendum dated September 22, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

 

1.Fees

 

[REDACTED]

 

2.Reimbursable Expenses

In addition to the above fees, the Trust, the Funds, or the Adviser will reimburse Ultimus or pay directly certain expenses incurred on the Funds’ behalf, including, but not limited to, postage, confirmations, statements, printing, telephone lines, Internet access fees, bank service charges, stationery, envelopes, check printing and writing, AML verification, record retention, lost shareholder search, VRU maintenance and development Fund specific Fund/Serv and Networking costs, and other industry standard transfer agent expenses.

 

3.Term
3.1.Initial Term. This Fee Letter shall continue in effect until the expiration of the Master Services Agreement’s Initial Term (the “Initial Term”).

 

3.2.Renewal Terms. After the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”) unless Ultimus, the Trust, or the Adviser gives written notice of termination at least 90 days prior to the end of the Initial Term or the then-current Renewal Term.

 

3.3.Termination. Ultimus, the Adviser or the Trust may terminate the Agreement entirely or on behalf of a Fund as set forth in the Agreement. Any such termination shall be treated as a termination of this Fee Letter with respect to the Fund(s), in which case the Adviser shall be responsible for payment of any amounts required to be paid under the Agreement, including, without limitation, any applicable Early Termination Fee, any reimbursements for cash disbursements made by Ultimus and any fee for post-termination de-conversion or liquidation services.

 

3.4.Early Termination. Any Early Termination under the Agreement with respect to a Fund shall subject the Adviser to paying an “Early Termination Fee” equal to the fee amounts due to Ultimus through the end of the then-current term as calculated in this Fee Letter, including the repayment of any negotiated discounts provided by Ultimus during the then-current term.

 

3.5.Liquidation. Upon termination of the Agreement with respect to a Fund due to the liquidation of the Trust or the Fund, Ultimus shall be entitled to collect from the Trust or the Adviser the compensation described in this Fee Letter through the end of the then-current term, the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such termination, including, without limitation, the delivery to the Adviser, the Trust or their designees of the Trust’s property, records, instruments, and documents, and a reasonable fee for post-termination liquidation services as mutually agreed to by Ultimus and the Adviser and the Trust.

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Fee Letter		Page 1 of 3

 

 

4.Fee Increases

Ultimus may annually increase the fees listed above by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally unadjusted) (collectively the “CPI-U”)3 plus 1.5%; provided that Ultimus gives 60-day notice of such increase to the Trust’s Board of Trustees and the Adviser. Any CPI-U increases not charged in any given year may be included in prospective CPI-U fee increases in future years.

 

5.Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

 

Signatures are located on the next page.

 

 
3Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Fee Letter		Page 2 of 3

 

 

The parties duly executed this Transfer Agent and Shareholder Services Fee Letter dated September 22, 2020.

 

  XXXX Investment Management, LLC     Ultimus Fund Solutions, LLC  
           
By: /s/ X X Xxxxxx   By: /s/ Xxxx Xxxxxxx  
Name: X X Xxxxxx   Name: Xxxx Xxxxxxx  
Title: Chief Executive Officer   Title: Chief Executive Officer  
           
  XXXX Funds on its own behalf and on behalf of the Funds        
           
By: /s/ Xxxxx Job        
Name: Xxxxx Job        
Title: President        

 

XXXX Investment Management, LLC and XXXX Funds
Transfer Agent and Shareholder Services Fee Letter		Page 3 of 3

 

 

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Filed: September 23rd, 2020
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