ADMINISTRATIVE SERVICES AGREEMENT Dated December 4, 2009 Original Expense Limit Agreement dated July 2, 2001 Amended December 4, 2009: amendment to Section 22, effective January 1, 2010
Dated
December 4, 2009
Original
Expense Limit Agreement dated July 2, 2001
Amended
December 4, 2009: amendment to Section 22, effective January 1,
2010
Pearl Mutual Funds, a
Massachusetts business trust registered under the Investment Company Act of 1940
(the “1940 Act”) as an open-end diversified management investment company (the
“Trust”), and Pearl Management
Company, an Iowa corporation registered under the Investment Advisers Act
of 1940 as an investment adviser (the “Manager”), agree that:
PART
A. ENGAGEMENT.
1. Engagement of the Manager for
Administrative Services, Including Transfer
Agent Services.
(a) The
Trust appoints the Manager to provide administrative services as provided in
Part B of this agreement, including transfer agent services as provided in Part
C of this agreement, to the Trust for its series designated Pearl Total Return
Fund and Pearl Aggressive Growth Fund (each, a “Fund”), and the Manager accepts
that appointment and agrees to perform the duties stated in this agreement, for
the period and on the terms set forth in this agreement.
(b) If
the Trust establishes one or more series in addition to the Funds named above
with respect to which it desires to retain the Manager to furnish administrative
services (including transfer agent services) hereunder, and if the Manager is
willing to provide such services under this agreement, the Trust and the Manager
may add the new series to this agreement, by written supplement (which may be in
any form of amendment as defined in Section 32) to this
agreement. The supplement shall include a schedule of compensation to
be paid to the Manager by the Trust with respect to the new series and any other
mutually agreed modifications of the terms of this agreement with respect to
that series. On the effective date stated in the supplement executed by the
Trust and the Manager, that series shall become a Fund hereunder and shall be
subject to the provisions of this agreement to the same extent as the Funds
named above, except as modified by the supplement.
2. Other Services under Other
Agreement. The Manager also provides investment management
services to the Trust under a separate agreement.
PART
B. ADMINISTRATIVE SERVICES.
3. Scope. This Part B
applies to all administrative services to be provided by the Manager for and
with respect to the Trust, except transfer agent services described in Part
C. If a particular service is or appears to be included in both Parts
B and C, it shall
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be deemed
to be an administrative service subject to Part B and not a transfer agent
service subject to Part C.
4. Administrative Services of the
Manager. Subject to the overall supervision and control of the
Board, the Manager shall provide these services for and with respect to the
Trust:
(a) Maintain
and retain all Trust charter documents, and file all documents required to
maintain the Trust’s status as a Massachusetts business trust and as a
registered open-end investment company.
(b) Prepare
and maintain the Trust’s registration statement with the Securities and Exchange
Commission (“SEC”).
(c) Prepare
and periodically update the Prospectus and statement of additional information
for the Funds.
(d) Prepare,
file with the appropriate regulatory authorities, and disseminate various
reports for the Funds, including but not limited to semiannual reports to
Shareholders under Section 30(e) of the 1940 Act, annual and semiannual reports
on Form N-SAR, and notices pursuant to Rule 24f-2 under the 1940
Act.
(e) Arrange
for all meetings of Shareholders, including: collect all information required
for preparation of proxy statements; supervise solicitation of Shareholders and
Shareholder nominees; tabulate (or supervise the tabulation) of votes; respond
to all inquiries regarding these meetings from Shareholders, the public and the
media; and prepare and retain all minutes and all other records required to be
kept in connection with these meetings.
(f) Arrange
for, prepare, disseminate, and retain all materials for meetings of the Board
and its Committees and all of their minutes and other records.
(g) Prepare
and file the Trust’s federal, state, and local income tax returns and calculate
any tax required to be paid.
(h) Calculate
all the Trust and Fund expenses and arrange for payment.
(i) Calculate
and arrange for payment of all income, capital gains, and other distributions to
Shareholders of each Fund.
(j) Determine,
after consultation with Officers of the Trust, the jurisdictions in which shares
of beneficial interest of each Fund (“Shares”) shall be registered or qualified
for sale, or may be sold pursuant to an exemption from registration or
qualification; and prepare and maintain the registration or qualification of the
Shares for sale under the securities laws of each such
jurisdiction.
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
(k) Provide
the services of all persons designated as Officers of the Trust by the Board and
who are also Directors, Officers, or employees of Manager.
(l) Prepare
and, subject to the approval of the Trust’s Chief Financial Officer, disseminate
the Trust’s and each Fund’s quarterly financial information to the Board; and
prepare other reports relating to the business and affairs of the Trust and each
Fund as the Trust's Officers or Board may from time to time reasonably
request.
(m) Administer
the Trust’s Code of Ethics and periodically report to the Board on
compliance.
(n) Provide
internal legal, accounting, compliance, audit, and risk management services and
periodically report to the Board with respect to these services.
(o) Negotiate,
administer, and oversee any third party services to the Trust which the Board or
Manager deems necessary or advisable. Third party services may
include but are not limited to custody, tax, transfer agency, disaster recovery,
audit, and legal services.
(p) Negotiate
and arrange for insurance desired or required of the Trust, and administer all
claims thereunder.
(q) Respond
appropriately to all inquiries by regulatory agencies, and respond when and as
appropriate to inquiries by the press and the general public, concerning the
business and affairs of the Trust; respond appropriately to any subpoena or tax
levy; and oversee all periodic inspections of the operations of the Trust and
its agents by regulatory authorities.
(r) Handle
and seek to resolve any complaints received by the Trust from Shareholders,
regulatory authorities, and the general public.
(s) Monitor
legal, tax, regulatory, and industry developments related to the business
affairs of the Trust and communicate these developments to the Officers and
Board as they may reasonably request or as deemed appropriate.
(t) Administer
the operating policies of the Trust and recommend to the Officers and the Board
any appropriate modifications to these policies to facilitate the protection of
Shareholders or market competitiveness of the Trust and the Funds, or to comply
with new legal or regulatory requirements.
(u) When
and as appropriate, respond to surveys conducted by third parties and report
each Fund’s performance and other portfolio information.
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
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(v) When
and as appropriate, file claims (which may include class actions) involving
portfolio securities, and handle administrative matters in connection with the
litigation or settlement of these claims.
5. Standard of
Care. To the extent permitted by applicable law, neither the
Manager nor any of its Directors, Officers, agents, or employees shall be liable
directly or indirectly to the Trust or its Shareholders for any loss suffered by
the Trust or its Shareholders as a result of any error of judgment, or as a
consequence of any other act or omission of the Manager in the performance of
its duties under this agreement, except for liability resulting from willful
misfeasance, bad faith, or gross negligence on the part of the Manager or by
reason of reckless disregard by the Manager of its obligations and duties under
this agreement. This Section 5 does not apply to Part C of this
agreement but applies to all other provisions of this agreement.
PART
C. TRANSFER AGENT SERVICES.
6. Transfer Agent Services of the
Manager. Subject to the overall supervision and control of the
Trust’s Board of Trustees (the “Board”), the Manager shall provide the services
described in this Part C for and with respect to the Trust. The
Manager’s appointment and duties include service as transfer agent for all of
the Shares and as Shareholder servicing agent for the Trust.
7. Representation of
Manager. The Manager represents and warrants to the Trust that
it is duly registered as a transfer agent as provided in section 17A(c) of the
Securities Exchange Act of 1934.
8. Representations of the
Trust. The Trust represents and warrants to the Manager that
it is and will continue to be authorized to issue an unlimited number of
Shares. When Shares are hereafter issued in accordance with the terms
of sale in the Prospectus, all such Shares shall be validly issued, fully paid,
and nonassessable by the Trust.
9. General Transfer Agent Duties of the
Manager.
(a) The
Manager shall be responsible for administering and performing the functions
required for the Shares, for acting as service agent in connection with
dividends and distributions on the Shares, and for performing Shareholder
account administrative agent functions in connection with the issuance,
transfer, and redemption or repurchase (including coordination with the
Custodian) of the Shares. The details of the operating standards and
procedures to be followed shall be determined from time to time by agreement
between the Manager and the Trust (and, where appropriate, the
Custodian).
(b) The
Manager shall maintain records of the name of each registered owner of Shares,
the number of Shares (to the nearest one-thousandth of a Share) owned by such
registered owner and in the aggregate by all registered owners, and, to the
extent it is
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
able to
do so, the address and tax identification number of each registered
owner. The Manager shall maintain a stop transfer record when
necessary.
(c) The
Manager shall address and mail all communications by the Trust to its
Shareholders, including reports to Shareholders, dividend and distribution
notices, and notices of and proxy materials for meetings of
Shareholders.
(d) The
Manager shall investigate all Shareholder inquiries relating to accounts of the
respective Shareholders; and shall answer all correspondence from Shareholders,
and to the extent appropriate, from securities brokers and others, relating to
its duties hereunder, and any other correspondence that may be agreed upon from
time to time between the Trust and the Manager.
(e) The
Manager shall furnish the Trust with reports of registration of ownership of
Shares; all periodic and special reports that the Trust may reasonably request
and the Manager can reasonably provide; and any other information, including
Shareholder lists and statistical information concerning Shareholder accounts,
that may be agreed upon from time to time between the Trust and the
Manager.
(f) In
connection with all meetings of Shareholders, the Manager shall prepare lists of
Shareholders, shall mail to the Shareholders notices of the meetings and proxy
materials, shall furnish to the Trust affidavits of mailings, shall process and
tabulate the voting instructions of the proxies returned by or for Shareholders,
shall report to the Trust on such returns and tabulations, shall report at each
meeting on the number of Shares represented at the meeting by proxy and
(separately) by Shareholders in person, shall act as teller at the meeting, and
shall certify the voting of holders of Shares.
10. Sales of Fund
Shares.
(a) The
Manager shall, upon receipt by it of a check or other medium of payment
identified by it as funds or a claim of funds in payment of the purchase price
for sales of Shares (and, if necessary, payable or endorsed to the Manager as
agent for, or identified as being for the account of, the Fund), promptly
deposit the check or other payment to the appropriate account postings necessary
to reflect the sale according to arrangements to be made between it and the
Custodian. The Manager shall notify the Fund or its designee and the
Custodian of all purchases and related account adjustments.
(b) Upon
receipt of the notification required under Paragraph 10(a), the Manager shall
issue to the purchaser a confirmation of the information received under
Paragraph 10(a) (including, if needed, a request for additional information
needed for the account records).
(c) Upon
the issuance of any Shares in accordance with the foregoing provisions of this
Section, the Manager shall not be responsible for the payment of any original
issue or other taxes required to be paid by a Fund in connection with such
issuance.
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ADMINISTRATIVE
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(d) The
Manager may establish any additional rules and regulations governing the
transfer or registration of certificates for Shares that it may deem advisable
and that are consistent with rules and regulations generally adopted by bank
transfer agents, except as it may be instructed otherwise by an
Officer.
11. Failure of
Payment. In the event that any check or other order for the
payment of the price of Shares sold by a Fund is for any reason not paid upon
demand for payment, the Manager shall (1) give prompt notice to the Trust or its
designee of the failure of payment; (2) place a stop transfer order against all
Shares that were to have been issued in consideration for the failed payment;
and (3) take any other steps that the Manager may, in its discretion, deem
appropriate or that the Trust or its designee may instruct.
12. Redemptions. The
Manager shall duly process demands by Shareholders for redemption of Shares, but
only in accordance with the requirements and procedures stated in the
Prospectus, except as and to the extent waived or otherwise specified by an
Officer for any specific redemption.
13. Transfers and
Exchanges. The Manager shall duly process transfers of
registered ownership of Shares, but only in accordance with the requirements and
procedures stated in the Prospectus applicable to redemptions (modified, if
necessary, to accommodate any difference between a transfer and a redemption),
except as and to the extent waived or otherwise specified by an Officer for any
specific transaction.
14. Right to Seek
Assurances. The Manager reserves the right not to process a
transfer or redemption of Shares until it is satisfied that the requested
transfer or redemption is legally authorized. It shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
the Manager, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis for any claim adverse to the transfer or
redemption. The Manager may, in effecting transfers, rely upon the
provisions of applicable law (including but not limited to the Uniform
Commercial Code of Iowa) which in the opinion of legal counsel for the Trust or
of its own legal counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares; and the Trust shall
indemnify the Manager for any act done or omitted by it in reliance upon any
such law or opinion of counsel of the Trust or of its own counsel.
15. Distributions.
(a) Each
Fund shall promptly notify the Manager of the declaration of any dividend or
other distribution on Shares. The Fund shall furnish to the Manager a
resolution of the Board certified by the Secretary declaring a dividend or
distribution of a specified amount per Share or in the aggregate (or specifying
the formula or method for determining the amount), the medium of payment if
payable other than in United States dollars, and the record date and the payable
date of the distribution if the declaration is in an aggregate
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
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amount. In
the event that the amount of the dividend or distribution is declared in the
aggregate, then promptly after the record date the Trust shall furnish to the
Manager a Certificate or Written Instruction stating the per-share equivalent of
the aggregate amount as of the record date.
(b) The
Manager shall, on or before the payable date of any dividend or distribution,
notify the Custodian of the estimated amount of cash required to pay the
dividend or distribution. On or before the mailing date of the
dividend or distribution, the Trust shall instruct the Custodian to place in a
dividend disbursing account (or to hold available in another appropriate manner)
funds equal to the cash amount to be paid. As of the reinvestment
date designated by the Board, the Manager shall record in the Share accounts of
those registered Shareholders whose dividends or distributions are to be
reinvested in Shares the number and price of the Shares so acquired priced at
the applicable net asset value. The Manager shall calculate, prepare
(or arrange for the Custodian to prepare), and mail checks to Shareholders whose
dividends and other distributions are to be received by them in
money.
(c) The
Manager shall replace lost checks upon receipt of properly executed affidavits,
and shall maintain stop payment orders against replaced checks.
(d) The
Manager shall not be liable for the propriety of payments made in accordance
with resolutions of the Board.
(e) If
the Custodian does not make available sufficient cash to make payment to all
Shareholders as of the record date, the Manager shall, upon notifying the Trust,
withhold payment to all Shareholders of record as of the record date until
sufficient cash is made available.
16. Taxes. The Manager
shall file appropriate information returns with the proper federal, state, and
local authorities as required by applicable law to be filed by the Trust
concerning the payment of dividends and capital gains distributions, and shall
withhold any amounts required to be withheld by applicable law.
17. Records of Shareholder
Accounts. The Manager shall maintain records showing for each
Shareholder’s account: (a) names, addresses, and tax identification
numbers; (b) numbers of Shares held; (c) historical information regarding the
account of each Shareholder, including dividends and distributions paid and date
and price of all transactions in a Shareholder’s account; (d) any stop or
restraining order placed against a Shareholder's account; (e) information on
withholdings; (f) any instruction regarding cash payment or reinvestment of
dividends or capital gains distributions; (g) any plan application, dividend
address, and correspondence relating to the current maintenance of a
Shareholder’s account; (h) any information required in order for the Manager to
perform the calculations contemplated or required by this agreement; and (i) any
other information and data required by applicable law. See Section
29.
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18. Reliance by Manager;
Instructions.
(a) The
Manager shall be protected in acting upon any paper or document believed by it
to be genuine and to have been signed by an Authorized Person, and shall not be
held to have any notice of any change of authority of any person until receipt
of a Certificate from the Trust. The Manager shall also be protected
in processing Share certificates that it reasonably believes to bear the proper
manual or facsimile signatures of the Officers of the Trust, but shall be
responsible for the proper countersignature of the Manager as transfer
agent.
(b) At
any time the Manager may apply to any Authorized Person of the Trust for Written
Instructions and, at the Trust’s expense, may seek advice from legal counsel for
the Trust or its own legal counsel, with respect to any matter arising in
connection with this agreement. The Manager shall not be liable for
any action taken or not taken or permitted by it in good faith in accordance
with Written Instructions or with the opinion of such counsel and, apart from
that, in the exercise of reasonable care. In addition, the Manager
and its Officers, agents, or employees shall accept instructions or requests
given to them by any person representing or acting on behalf of the Trust only
if that representative is known by the Manager (or one of its Officers, agents,
or employees) to be an Authorized Person. The Manager shall have no
duty or obligation to inquire into, nor shall the Manager be responsible for,
the legality of any act done by it upon the request or direction of any
Authorized Person of the Trust.
(c) Notwithstanding
any other provisions of this agreement, the Manager shall be under no duty or
obligation to inquire into, and shall not be liable for: (1) the legality of the
issue or sale of any Shares of a Fund, or the sufficiency of the amount to be
received therefor; (2) the legality of the redemption of any Shares of a Fund,
or the propriety of the amount to be paid therefor; (3) the legality of the
declaration or issue of any dividend or distribution by a Fund; (4) the legality
of the issue of any Shares of a Fund in payment or reinvestment of any dividend
or distribution; or (5) the legality of any recapitalization or readjustment of
the Shares of a Fund.
19. Standard of Care and Indemnification
under this Part C.
(a) The
Manager may, in connection with Part C of this agreement, employ agents or
attorneys in fact or both, and shall not be liable for any loss arising out of
or in connection with its actions (which includes the actions of its agents and
attorneys in fact) under Part C of this agreement so long as it (which includes
its agents and attorneys in fact) acts in good faith and with due diligence and
is not negligent or guilty of any willful misconduct.
(b) The
Trust shall indemnify and hold harmless the Manager from and against any and all
claims, demands, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature which the Manager may sustain or incur or
which may be asserted against the Manager by any person by reason of, or as a
result of: (1) any
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
action
taken or omitted to be taken by the Manager in good faith in reliance upon any
Certificate, instrument, order, or stock certificate believed by it to be
genuine and to be signed, countersigned, or executed by any duly authorized
person, or upon the Oral Instructions or Written Instructions of an Authorized
Person of the Trust, or upon the opinion of legal counsel for the Trust or its
own counsel; or (2) any action taken or omitted to be taken by the Manager in
good faith in reliance upon any law, act, regulation, or interpretation even
though the same may thereafter have been altered, changed, amended, or
repealed. However, indemnification hereunder shall not apply to
actions or omissions of the Manager or its Directors, Officers, employees, or
agents in case of its own negligence, willful misconduct, bad faith, or reckless
disregard of its or their own duties under Part C of this
agreement.
(c) The
Manager shall indemnify and hold harmless the Trust from and against any and all
claims, demands, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature which the Trust may sustain or incur or
which may be asserted against the Trust by any person by reason of, or as a
result of, the negligence or misconduct of the Manager or its agents or
contractors. However, indemnification hereunder shall not apply to
actions or omissions of the Trust or its Trustees, Officers, employees, or
agents in case of its own negligence, willful misconduct, bad faith, or reckless
disregard of its own or their own duties under Part C of this
agreement.
20. Security. The
Manager represents and warrants that, to the best of its knowledge, the various
procedures and systems which the Manager has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
(including provision for twenty-four hours a day restricted access) the Trust’s
blank checks (if in the Manager’s possession), records, and other data and the
Manager’s records, data, equipment, facilities, and other property used in the
performance of its obligations under Part C of this agreement are adequate and
that it will make any changes therein from time to time that in its judgment are
required for the secure performance of its obligations under Part C of this
agreement. The parties shall review such procedures and systems on a
periodic basis.
PART
D. GENERAL PROVISIONS.
21. Manager’s General
Responsibilities. The Manager shall comply with the 1940 Act,
1933 Act, and all applicable rules and regulations of the Securities and
Exchange Commission; the provisions of the Internal Revenue Code applicable to
the Funds as regulated investment companies; the policies, restrictions, and
other statements concerning the Funds in the Trust’s Declaration of Trust,
By-laws, and registration statements under the 1940 Act and 1933 Act; and policy
decisions and procedures adopted by the Board from time to time.
22. Compensation of the
Manager. For the services to be rendered and the expenses to
be assumed and to be paid by the Manager under this agreement, the
Trust
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
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shall pay
to the Manager monthly fees based on each Fund’s net assets at the beginning of
the month. The fees attributable to each Fund shall be a separate
charge to that Fund and shall be the several (and not joint or joint and
several) obligation of that Fund. The monthly fee rates shall be
one-twelfth of these annual rates: (as amended December 4, 2009;
effective January 1, 2010)
Pearl
Total Return Fund:
|
Net
Assets
|
Fee (Annual
Rate)
|
|
First
$30 million
|
0.16%
|
|
In
excess of $30 million to $100 million
|
0.14%
|
|
In
excess of $100 million
|
0.08%
|
Pearl
Aggressive Growth Fund:
|
Net
Assets
|
Fee (Annual
Rate)
|
|
First
$30 million
|
0.16%
|
|
In
excess of $30 million to $100 million
|
0.14%
|
|
In
excess of $100 million
|
0.08%
|
23. Status of the
Manager. For all purposes the Manager is and shall be deemed
to be an independent contractor and not an agent of the Trust and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way.
24. Services of the Manager Not
Exclusive. The services of the Manager to the Trust under this
agreement are not exclusive. The Manager shall be free to render
similar services to others so long as its services under this agreement are not
impaired.
25. Provision of Services through
Manager’s Personnel or Third Parties.
(a) The
services to be provided under this agreement by the Manager may be provided
through the Manager’s Directors, Officers, and employees, subject to compliance
with applicable law. The Manager shall supervise and remain fully
responsible for the services of all such persons in accordance with and to the
extent provided by this Agreement.
(b) To
the extent deemed appropriate by the Manager, some of the services to be
provided under this agreement by the Manager may be provided through third
parties selected by the Manager, subject to the Board’s approval and subject to
compliance with applicable law. The Manager shall supervise and
remain fully responsible for the services of all such third parties in
accordance with and to the extent provided by this Agreement. All
costs and expenses associated with services provided by any such third parties
shall be borne by them or by the Manager.
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ADMINISTRATIVE
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26. Relationships of Trust, Manager, and
Their Personnel. It is understood and expected that some or
all of Manager’s Directors, Officers, and employees may be interested in the
Trust as Trustees, Officers, employees, agents, Shareholders, or
otherwise. The existence of any such relationships, and the fact that
any one or more of the Trust’s Trustees, Officers, employees, agents, or
Shareholders is or may be an affiliated person of the Manager (as defined in the
1940 Act), shall not affect the validity of this agreement. The
Trust, the Manager, and all persons referred to in this Section shall comply
fully with applicable law.
27. Customers of Financial
Institutions. The Manager may, but shall not be obligated to,
make payments from its own resources to financial institutions (which may
include banks, broker-dealers, record keepers, administrators, and others) that
provide, either directly or through agents, administrative and other services
with respect to Shareholders who are customers of those institutions, including
but not limited to establishing Shareholder accounts; assisting with respect to
recording purchase and redemption transactions; advising Shareholders about the
status of their accounts, current total return or yield, and dividends declared;
and related services that the Shareholders or the Funds may reasonably
request.
28. Confidentiality. The
Manager shall treat confidentially and as proprietary information of the Trust
all records and other information relating to the Trust or to prior, present, or
potential Shareholders of the Trust, and shall not use such records or
information for any purpose other than in the performance of its
responsibilities and duties under this agreement and any other agreement between
the Trust and the Manager, except (a) after prior notification to and approval
by the Trust, (b) when so requested by the Trust, or (c) as required by
applicable law. In the case of any disclosure pursuant to applicable
law, the Manager shall, to the extent it is reasonably able to do so, provide
the Trust with prior notice in order to allow the Trust to decide whether to
contest the request, requirement, or order.
29. Records. In
compliance with applicable law (including but not limited to Section 31(a) of
the 1940 Act and Rule 31a-3 under the 1940 Act), the Manager shall create and
maintain all necessary records (including but not limited to those specified in
Section 17 of this agreement) relating to its services under this agreement and
any other agreement between the Trust and the Manager. “Records”
includes but is not limited to data. All records that the Manager
creates and maintains pursuant to this agreement are the property of the Trust,
and the Manager shall make them available during regular business hours for
reasonable audit, inspection, and use by the Trust and any person designated by
the Trust. In addition, upon reasonable notice by the Trust, the
Manager shall make available during regular business hours its facilities and
premises employed in connection with its performance of this agreement for
reasonable visitation by the Trust and any person retained by the
Trust. The Manager shall deliver promptly to the Trust any of such
records upon the Trust’s request, and the Manager at its option and at any time
may deliver to the Trust any of such records, but the Manager may make and keep
copies. The Manager shall preserve for the periods and in the places
prescribed by
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ADMINISTRATIVE
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applicable
law (including but not limited to Rule 31a-2 under the 0000 Xxx) the records
required to be maintained by applicable law (including but not limited to Rules
31a-1 and 31a-2 under the 1940 Act). The Trust’s rights and the
Manager’s duties under this Section shall continue after termination of this
agreement.
30. Effective Date, Duration, and
Continuance.
(a) This
agreement shall become effective as of the date on which the Trust's
registration of its Shares under the 1933 Act on Form N-1A becomes effective
under that Act (the “Effective Date”).
(b) For
the calendar month in which the Effective Date occurs, the Manager's monthly fee
shall be determined on a prorated basis.
(c) Unless
terminated as provided in Section 31, this agreement shall continue in effect as
to each Fund through the First Continuance Date. The First
Continuance Date is January 31, 2003. This agreement shall continue
in effect thereafter from year to year, but only so long as its continuance is
specifically approved at least annually, either (1) by the Board, including by a
majority of those Trustees who are not interested persons of the Trust or of the
Manager, voting in person at a meeting called for the purpose of voting on such
approval, or (2) by vote of the holders of a majority of the outstanding Shares
of that Fund.
31. Termination. This
agreement may be terminated as to a Fund at any time, without payment of any
penalty, either (a) by the Board or (b) by vote of the holders of a majority of
the outstanding Shares of that Fund, upon 60 days’ written notice to the
Manager. This agreement may be terminated by the Manager at any time,
without payment of any penalty, upon one year’s written notice to the
Trust. This agreement shall terminate automatically in the event of
its assignment as defined in Section 2(a)(4) of the 1940 Act. Upon
termination of this agreement in any manner, including but not limited to
failure to obtain the required approval of its continuance, the obligations of
both parties shall continue to the close of the effective date of termination,
and the Manager’s fees and any other appropriate amounts shall be prorated to
the close of the effective date of termination.
32. Amendment. This
agreement shall not be amended in any manner except by a written agreement
executed by both parties to this agreement. (In this agreement,
“amendment” and “amended” include modification, revision, restatement, addendum,
and supplement.) In addition, this agreement shall not be amended in
any manner without approval by the Board, including by a majority of those
Trustees who are not interested persons of the Trust or of the Manager, voting
in person at a meeting called for the purpose of voting on such
approval.
33. Non-Liability of Trustees and
Shareholders. All obligations of the Trust hereunder shall be
binding only upon the assets of the Trust (or the appropriate
Fund)
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
and shall
not be binding upon any Trustee, Officer, employee, agent, or Shareholder of the
Trust. Neither the authorization of any action by the Trustees or
Shareholders of the Trust nor the execution of this agreement on behalf of the
Trust shall impose any liability upon any Trustee, Officer, or Shareholder of
the Trust.
34. Use of the Manager’s
Name. The Manager consents to the use by the Trust and each
Fund of the name “Pearl” so long as this agreement remains in
effect. If and when this agreement is no longer in effect, the Trust
and each Fund shall cease to use that name or any name indicating that it is
managed by, advised by, or otherwise associated with the Manager. The
Manager reserves the right to use that name and to permit other persons, firms,
corporations, and investment companies to use that name.
35. Documents. The
Trust shall, on or before the Effective Date, file with the Manager a copy of
each of these documents, as then in effect:
(a) The
Declaration of Trust.
(b) The
By-Laws of the Trust.
(c) The
Board’s resolution authorizing this agreement.
(d) All
account application forms and other documents relating to Shareholder accounts
or relating to any plan, program, or service offered by the Trust relating to
the sale, holding, or redemption of Shares.
36. Additional
Documents. The Trust shall also furnish promptly to the
Manager from time to time a copy of each of these documents:
(a) Each
registration statement filed with the SEC, and all related amendments and orders
relating to the sale of Shares.
(b) Each
amendment to the Declaration of Trust and to the By-Laws of the
Trust.
(c)
Each resolution of the Trustees designating Authorized Persons to give
instructions to the Manager.
(d) A
Certificate of any change in any Trustee or Officer of the Trust.
(e) Each
change in, addition to, or replacement for any of the documents referred to in
Section 35.
(f) All
other Certificates, documents, and opinions that may mutually be deemed
necessary or appropriate for the proper performance of the Manager’s
duties.
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
37. Notices.
(a) Any
notice (including but not limited to any demand, change of name or address, or
other communication) to be given in connection with this agreement shall be
given in writing and shall be given by personal delivery, by registered or
certified mail, or by transmittal by facsimile or other electronic medium
addressed to the recipient as follows (modified to reflect any applicable notice
of change given in accordance with this Section):
If to the Manager: |
Pearl
Management Company
Attention: President
0000
Xxxx Xxxxxx
X.X.
Xxx 000
Xxxxxxxxx,
Xxxx 00000
Telephone: 000-000-0000
or 000-000-0000
Facsimile: 000-000-0000
|
If
to the Trust:
|
Pearl
Mutual Funds
Attention: President
0000
Xxxx Xxxxxx
X.X.
Xxx 000
Xxxxxxxxx,
Xxxx 00000
Telephone: 000-000-0000
or 000-000-0000
Facsimile: 000-000-0000
|
with
a copy to:
Xxxx,
Xxxx & Xxxxx LLC
Attention: Xxxxx
X. Xxxxxx
Three
First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
|
(b) All
notices shall be conclusively deemed to have been given on (1) the day of actual
physical delivery, (2) if given by registered or certified mail, on the fifth
business day following deposit in the mail, or (3) if given by facsimile or
other electronic medium, on the day of transmittal.
38. Governing Law. This
agreement shall be construed and interpreted in accordance with the laws of the
State of Iowa and the laws of the United States of America applicable to
contracts executed and to be performed therein. This agreement shall
be construed to comply with the 1940 Act, the 1933 Act, and the Investment
Advisers Act of 1940.
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
39. Definitions. Wherever used in
this agreement, these words and phrases have these meanings unless the context
otherwise requires:
(a) “1940
Act” means the Investment Company Act of 1940 and the rules and regulations of
the SEC thereunder.
(b) “1933
Act” means the Securities Act of 1933 and the rules and regulations of the SEC
thereunder.
(c) “Applicable
law” includes all appropriate sources of applicable law, including but not
limited to applicable statutes, regulations, rules, judicial decisions, and
administrative decisions, orders, and rulings.
(d) “Authorized
Person” includes any one of the Chairman, the President, any Vice President, the
Secretary or any Assistant Secretary, and the Treasurer or any Assistant
Treasurer of the Trust, or any other person, whether or not that person is an
Officer or employee of the Trust, duly authorized to give Oral Instructions and
Written Instructions on behalf of the Trust as indicated in a
Certificate.
(e) “Board”
or “Board of Trustees” means the Board of Trustees of the Trust. “Trustees”
means all Trustees holding that office at the pertinent time, in accordance with
the Declaration of Trust.
(f) “Certificate”
means any notice, instruction, or other written instrument, authorized or
required by this agreement to be given to the Manager, which is actually
received by the Manager and signed on behalf of the Trust by any two of its
Officers.
(g) “Custodian”
means the custodian of the securities and money owned by the Trust, which shall
be First National Bank of Muscatine unless and until the Manager shall receive a
Certificate otherwise.
(h) “Declaration
of Trust” means the Declaration of Trust of the Trust as it may be amended from
time to time.
(i) “Fund”
means any one or more of Pearl Total Return Fund (a series of the Trust), Pearl
Aggressive Growth Fund (a series of the Trust), and any other series of the
Trust added to this agreement by written supplement in accordance with Paragraph
1(b).
(j) “Interested
persons” means interested persons as defined in Section 2(a)(19) of the
1940 Act.
(k) “Majority
of the outstanding Shares” of a Fund means, with respect to that Fund, the same
as “vote of a majority of the outstanding voting securities of a company” as
defined in Section 2(a)(42) of the 1940 Act.
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ADMINISTRATIVE
SERVICES AGREEMENT Pearl Mutual
Funds Dec. 4, 2009
(l) “Manager”
means Pearl Management Company, an Iowa corporation.
(m) “Officer”
means the Chairman, the President, any Vice President, the Secretary, and the
Treasurer of the Trust. However, this definition of “Officer” applies
only in Part C of this agreement and in the definition of
“Certificate”.
(n) “Oral
Instructions” means instructions orally communicated and actually received by
the Manager from an Authorized Person or from a person reasonably believed by
the Manager to be an Authorized Person.
(o) “Prospectus”
means the prospectus of the Trust relating to the Trust’s Shares that became
effective most recently under the 1933 Act, and as it may subsequently have been
supplemented.
(p) “SEC”
means the Securities and Exchange Commission.
(q) “Shares”
means shares of beneficial interest, of no par value, of each Fund.
(r) “Shareholder”
means a registered owner of Shares.
(s) “Trust”
means Pearl Mutual Funds, a Massachusetts business trust.
(t) “Written
Instruction” means a written communication actually received by the Manager from
an Authorized Person or from a person reasonably believed by the Manager to be
an Authorized Person, by any system or method through which the receiver of the
communication is able to verify (through codes or otherwise) with a reasonable
degree of certainty the authenticity of the sender of the
communication.
(u) All
references in this agreement to any law, statute, regulation, or rule include
all amendments from time to time and any successor provision adopted from time
to time.
(v) Other
words and phrases used in this agreement which are defined in the 1940 Act shall
have the same meaning as defined in the 1940 Act.
Original
agreement executed at Muscatine, Iowa, as of July 2, 2001. Amended
agreement executed at Muscatine, Iowa, as of December 4, 2009. This
agreement is executed in multiple counterparts, each of which shall be deemed to
be an original; but all counterparts together shall constitute only one
instrument.
PEARL
MUTUAL FUNDS
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PEARL
MANAGEMENT COMPANY
|
|||
By
|
/s/
Xxxxxx X. Xxxx
|
By
|
/s/
Xxxxxxx X. Xxxxxxxx
|
|
Xxxxxx
X. Xxxx
|
Xxxxxxx
X. Xxxxxxxx
|
|||
President
|
Vice
President
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16 |