INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___
day of _______, 2007 by and between THE ADVISORS' INNER CIRCLE FUND II (the
"Trust"), a Massachusetts business trust registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
EQUINOX FUND MANAGEMENT, LLC (the "Adviser"), a Delaware limited liability
company with its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000.
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected
the Adviser to act as investment adviser to the Trust on behalf of the series
set forth on Schedule A to this Agreement (each, a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser
shall act as investment adviser with respect to the Funds. In such
capacity, the Adviser shall, subject to the supervision of the Board,
regularly provide the Funds with investment research, advice and
supervision and shall furnish continuously an investment program for
the Funds, consistent with the respective investment objectives and
policies of each Fund. The Adviser shall determine, from time to time,
what securities shall be purchased for the Funds, what securities
shall be held or sold by the Funds and what portion of the Funds'
assets shall be held uninvested in cash, subject always to the
provisions of the Trust's Agreement and Declaration of Trust, By-Laws
and its registration statement on Form N-1A (the "Registration
Statement") under the 1940 Act, and under the Securities Act of 1933,
as amended (the "1933 Act"), covering Fund shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the
investment objectives, policies and restrictions of the Funds, as each
of the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall exercise full discretion and act for
the Funds in the same manner and with the same force and effect as the
Funds themselves might or could do with respect to purchases, sales or
other transactions, as well as with respect to all other such things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. No reference in this Agreement
to the Adviser having full discretionary authority over each Fund's
investments shall in any way limit the right of the Board, in its sole
discretion, to establish or revise policies in connection with the
management of a Fund's assets or to otherwise exercise its right to
control the overall management of a Fund.
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(b) COMPLIANCE. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), the 1933 Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act
and the respective rules and regulations thereunder, as applicable, as
well as with all other applicable federal and state laws, rules,
regulations and case law that relate to the services and relationships
described hereunder and to the conduct of its business as a registered
investment adviser. The Adviser also agrees to comply with the
objectives, policies and restrictions set forth in the Registration
Statement, as amended or supplemented, of the Funds, and with any
policies, guidelines, instructions and procedures approved by the
Board and provided to the Adviser. In selecting each Fund's portfolio
securities and performing the Adviser's obligations hereunder, the
Adviser shall cause the Fund to comply with the diversification and
source of income requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. The Adviser shall maintain compliance
procedures that it reasonably believes are adequate to ensure its
compliance with the foregoing. No supervisory activity undertaken by
the Board shall limit the Adviser's full responsibility for any of the
foregoing.
(c) RECORDKEEPING. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Funds, except as otherwise provided herein or as may be necessary for
the Adviser to supply to the Trust or its Board the information
required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records of
all matters pertaining to Fund assets advised by the Adviser required
by Rule 31a-1 under the 1940 Act (other than those records being
maintained by any administrator, custodian or transfer agent appointed
by the Funds) relating to its responsibilities provided hereunder with
respect to the Funds, and shall preserve such records for the periods
and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act
(the "Fund Books and Records"). The Fund Books and Records shall be
available to the Board at any time upon request, shall be delivered to
the Trust upon the termination of this Agreement and shall be
available without delay during any day the Trust is open for business.
(d) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
regular reports regarding Fund holdings, and shall, on its own
initiative, furnish the Trust and its Board from time to time with
whatever information the Adviser believes is appropriate for this
purpose. The Adviser agrees to immediately notify the Trust if the
Adviser reasonably believes that the value of any security held by a
Fund may not reflect fair value. The Adviser agrees to provide any
pricing information of which the Adviser is aware to the Trust, its
Board and/or any Fund pricing agent to assist in the determination of
the fair value of any Fund holdings for which market quotations are
not readily available or as otherwise required in accordance with the
1940 Act or the Trust's valuation procedures for the purpose of
calculating a Fund's net asset value in accordance with procedures and
methods established by the Board.
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(e) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub-custodians, any Trust pricing agents
and all other agents and representatives of the Trust with respect to
such information regarding the Funds as such entities may reasonably
request from time to time in the performance of their obligations,
provide prompt responses to reasonable requests made by such persons
and establish appropriate interfaces with each so as to promote the
efficient exchange of information and compliance with applicable laws
and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust's Board. The Adviser shall respond to requests for information from
the Trust as to violations of the Code by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code, whether or not such violation relates to a
security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser
shall notify the Trust's chief compliance officer immediately upon
detection of (i) any material failure to manage any Fund in accordance
with its investment objectives and policies or any applicable law; or
(ii) any material breach of any of the Funds' or the Adviser's
policies, guidelines or procedures. In addition, the Adviser shall
provide a quarterly report regarding each Fund's compliance with its
investment objectives and policies, applicable law, including, but not
limited to the 1940 Act and Subchapter M of the Code, and the Fund's
policies, guidelines or procedures as applicable to the Adviser's
obligations under this Agreement. The Adviser agrees to correct any
such failure promptly and to take any action that the Board may
reasonably request in connection with any such breach. Upon request,
the Adviser shall also provide the officers of the Trust with
supporting certifications in connection with such certifications of
Fund financial statements and disclosure controls pursuant to the
Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the
event (i) the Adviser is served or otherwise receives notice of any
action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board, or body, involving the
affairs of the Trust (excluding class action suits in which a Fund is
a member of the plaintiff class by reason of the Fund's ownership of
shares in the defendant) or the compliance by the Adviser with the
federal or state securities laws or (ii) an actual change in control
of the Adviser resulting in an "assignment" (as defined in the 1940
Act) has occurred or is otherwise proposed to occur.
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(b) BOARD AND FILINGS INFORMATION. The Adviser will also provide
the Trust with any information reasonably requested regarding its
management of the Funds required for any meeting of the Board, or for
any shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR,
amended registration statement, proxy statement, or prospectus
supplement to be filed by the Trust with the Commission. The Adviser
will make its officers and employees available to meet with the Board
from time to time on due notice to review its investment management
services to the Funds in light of current and prospective economic and
market conditions and shall furnish to the Board such information as
may reasonably be necessary in order for the Board to evaluate this
Agreement or any proposed amendments thereto.
(c) TRANSACTION INFORMATION. The Adviser shall furnish to the
Trust such information concerning portfolio transactions as may be
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Funds and the Adviser's services as the
Trust may, in its sole discretion, determine to be appropriate. The
provision of such information by the Adviser to the Trust or its
designated agent in no way relieves the Adviser of its own
responsibilities under this Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales
of securities for the account of a Fund, neither the Adviser nor any
of its directors, officers or employees will act as a principal or
agent or receive any commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the
placing of all orders for the purchase and sale of securities for a
Fund's account with brokers or dealers selected by the Adviser. In the
selection of such brokers or dealers and the placing of such orders,
the Adviser is directed at all times to seek for each Fund the most
favorable execution and net price available under the circumstances.
It is also understood that it is desirable for the Funds that the
Adviser have access to brokerage and research services provided by
brokers who may execute brokerage transactions at a higher cost to the
Funds than may result when allocating brokerage to other brokers,
consistent with section 28(e) of the 1934 Act and any Commission staff
interpretations thereof. Therefore, the Adviser is authorized to place
orders for the purchase and sale of securities for a Fund with such
brokers, subject to review by the Board from time to time with respect
to the extent and continuation of this practice. It is understood that
the services provided by such brokers may be useful to the Adviser in
connection with its or its affiliates' services to other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of a
Fund as well as other clients of the Adviser, the Adviser may, to the
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extent permitted by applicable law and regulations, aggregate the
order for securities to be sold or purchased. In such event, the
Adviser will allocate securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, in the
manner the Adviser reasonably considers to be equitable and consistent
with its fiduciary obligations to the Fund and to such other clients
under the circumstances.
(d) AFFILIATED BROKERS. The Adviser or any of its affiliates may
act as broker in connection with the purchase or sale of securities or
other investments for a Fund, subject to: (a) the requirement that the
Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
Registration Statement; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act;
and (e) other provisions of applicable law. These brokerage services
are not within the scope of the duties of the Adviser under this
Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Adviser or its affiliates may
receive brokerage commissions, fees or other remuneration from a Fund
for these services in addition to the Adviser's fees for services
under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so
registered for the duration of this Agreement. The Adviser is not
prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of
the Adviser, there is no proceeding or investigation that is
reasonably likely to result in the Adviser being prohibited from
performing the services contemplated by this Agreement. The Adviser
agrees to promptly notify the Trust of the occurrence of any event
that would disqualify the Adviser from serving as an investment
adviser to an investment company. The Adviser is in compliance in all
material respects with all applicable federal and state law in
connection with its investment management operations.
(b) ADV DISCLOSURE. The Adviser has provided the Trust with a
copy of its Form ADV as most recently filed with the SEC and will,
promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendments to the Trust. The information
contained in the Adviser's Form ADV is accurate and complete in all
material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
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(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed, and will
in the future review, the Registration Statement, and any amendments
or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any
marketing material of a Fund (collectively the "Disclosure Documents")
and represents and warrants that with respect to disclosure about the
Adviser, the manner in which the Adviser manages the Funds or
information relating directly or indirectly to the Adviser, such
Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) USE OF THE NAMES "MUTUALHEDGE" OR "EQUINOX". The Adviser has
the right to use the names "MutualHedge" and/or "Equinox" in
connection with its services to the Trust and that, subject to the
terms set forth in Section 8 of this Agreement, the Trust shall have
the right to use the names "MutualHedge" and/or "Equinox" in
connection with the management and operation of the Funds. The Adviser
is not aware of any threatened or existing actions, claims, litigation
or proceedings that would adversely effect or prejudice the rights of
the Adviser or the Trust to use the names "MutualHedge" and/or
"Equinox."
(e) INSURANCE. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior
written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the
Adviser shall, upon reasonable request, provide the Trust with any
information it may reasonably require concerning the amount of or
scope of such insurance.
(f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants
that it has no arrangement or understanding with any party, other than
the Trust, that would influence the decision of the Adviser with
respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Funds.
(g) CONFLICTS. The Adviser shall act honestly, in good faith and
in the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interests of
the Funds first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) REPRESENTATIONS. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery of the quarterly compliance
report required by Section 3(a), whether or not specifically
referenced in such report.
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8. THE NAMES "MUTUALHEDGE" OR "EQUINOX". The Adviser grants to the
Trust a license to use the names "MutualHedge" and/or "Equinox" (each, a "Name"
and, collectively, the "Names") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Names as part of the name
of any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Names; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Names. The Trust shall (1) only use a Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using a Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using a Name; and (b) change
the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Names and will not thereafter transact any business using the Names in the name
of any Fund; provided, however, that the Trust may continue to use beyond such
date any supplies of prospectuses, marketing materials and similar documents
that the Trust had on the date of such name change in quantities not exceeding
those historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder. This
Agreement may not be added to or changed orally and may not be modified or
rescinded except by a writing signed by the parties hereto and in accordance
with the 1940 Act, when applicable.
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12. DURATION AND TERMINATION.
This Agreement shall become effective as of the date executed and shall
remain in full force and effect continually thereafter, subject to renewal as
provided in Section 12(c) and unless terminated automatically as set forth in
Section 11 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
(b) The Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Trust; or
(c) This Agreement shall automatically terminate two years from
the date of its execution unless its renewal is specifically approved
at least annually thereafter by (i) a majority vote of the Trustees,
including a majority vote of such Trustees who are not interested
persons of the Trust or the Adviser, at a meeting called for the
purpose of voting on such approval; or (ii) the vote of a majority of
the outstanding voting securities of each Fund; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Funds for their approval and such shareholders
fail to approve such continuance of this Agreement as provided herein,
the Adviser may continue to serve hereunder as to the Funds in a
manner consistent with the 1940 Act and the rules and regulations
thereunder; and
(d) Termination of this Agreement pursuant to this Section shall
be without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Funds and
with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the
1940 Act, subject, however, to such exemptions as may be granted by
the Commission under the 1940 Act or any interpretations of the
Commission staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act
or any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of: (a) the
Adviser being in material violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Funds'
Registration Statement or any written guidelines or instruction provided in
writing by the Board, (b) a Fund's failure to satisfy the diversification or
source of income requirements of Subchapter M of the Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge
and agree that all litigation arising hereunder, whether direct or indirect, and
of any and every nature whatsoever shall be satisfied solely out of the assets
of the affected Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Fund shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts. Such Certificate of Trust and the Trust's Agreement and
Declaration of Trust describe in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it
shall notify the Trust of any anticipated or otherwise reasonably foreseeable
change in the ownership of the Adviser within a reasonable time prior to such
change being effected.
18. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of Commonwealth of Massachusetts and the
Adviser consents to the jurisdiction of courts, both state or federal, in
Massachusetts, with respect to any dispute under this Agreement.
19. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
20. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.
THE ADVISORS' INNER CIRCLE FUND II, on behalf of each
Fund listed on Schedule A
By:
-------------------------------------------
Name: Xxxxx X. Xxxx
Title: President
EQUINOX FUND MANAGEMENT, LLC
By:
--------------------------------------------
Name:
Title:
10
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ____________, 2007 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
EQUINOX FUND MANAGEMENT, LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily net
assets of the respective Fund in accordance the following fee schedule:
FUND RATE
---- ----
MutualHedge Event Driven Legends Fund 1.45%
MutualHedge Equity Long-Short Legends Fund 1.45%
A-1
