EXHIBIT EX-99.H1A
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT is made as of this 23rd day of
August, 2006 (the "Agreement") by and between The World Funds, Inc. (the
"Company"), a corporation duly organized and existing under the laws of the
State of Maryland, and Commonwealth Shareholder Services, Inc. ("CSS"), a
corporation duly organized and existing under the laws of the Commonwealth of
Virginia.
WITNESSETH THAT:
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series portfolios (the "Funds"), each of which may
consist of one or more classes of shares of common stock;
WHEREAS, the Company desires to appoint CSS as its Administrative Services
Agent on behalf of the Funds to perform certain administrative services for the
Funds and to provide certain other ministerial services to implement the
investment decisions of the Funds and the investment adviser of each Fund (the
"Adviser"); and
WHEREAS, CSS is willing to perform such functions upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto, intending to be legally bound, agree as
follows:
Section 1. Appointment. The Company hereby appoints CSS as its
Administrative Services Agent on behalf of the Funds, and CSS hereby accepts
such appointment, to furnish the Funds listed on Schedule A, as may be amended
from time to time, with administrative services as set forth in this Agreement.
Section 2. Duties. CSS shall perform or supervise the performance of
others of the services set forth in Schedule B hereto. CSS shall provide the
Company with all necessary office space, equipment, personnel, facilities
(including facilities for Shareholders' and Directors' meetings) and
compensation for providing such services. CSS may sub-contract with third
parties to perform certain of the services to be performed by CSS hereunder;
PROVIDED, however, that CSS shall remain principally responsible to the Company
for the acts and omissions of such other entities.
Except with respect to CSS's duties as set forth in this Agreement, and
except as otherwise specifically provided herein, the Company assumes all
responsibility for ensuring that each Fund complies with all applicable
requirements of the Securities Act of 1933, the 1940 Act and any other laws,
rules and regulations, or interpretations thereof, of governmental authorities
with jurisdiction over each Fund.
Section 3. Compensation and Expenses. The Company agrees to pay CSS
compensation for its services as set forth in Schedule A attached hereto, or as
shall be set forth in amendments to such schedule approved by the Board of
Directors of the Company (the "Board") and CSS. Fees will begin to accrue for
each Fund on the latter of the date of this Agreement or the date of
commencement of operations of the Fund. If fees begin to accrue in the middle of
a month or if this Agreement terminates before the end of any month, all fees
for the period from that date to the end of that month or from the beginning of
that month to the date of termination, as the case may be, shall be prorated
according to the proportion that the period bears to the full month in which the
effectiveness or termination occurs. Upon the termination of this Agreement with
respect to a Fund, the Fund shall pay to CSS such compensation as shall be
payable prior to the effective date of termination.
In addition, the Company shall reimburse CSS from the assets of each Fund
certain reasonable expenses incurred by CSS on behalf of each Fund individually
in connection with the performance of this Agreement. Such out-of-pocket
expenses shall include, but not be limited to: documented fees and costs of
obtaining advice of Fund counsel or accountants in connection with its services
to each Fund; postage; long distance telephone; special forms required by each
Fund; any economy class travel which may be required in the performance of its
duties to each Fund; and any other extraordinary expenses it may incur in
connection with its services to each Fund.
All fees and reimbursements are payable in arrears on a monthly basis and
the Company, on behalf of the applicable Fund, agrees to pay all fees and
reimbursable expenses within five (5) business days following receipt of the
respective billing notice.
Section 4. Company Reports to CSS. The Company shall furnish or otherwise
make available to CSS such copies of each Fund's prospectus, statement of
additional information, financial statements, proxy statements, shareholder
reports, each Fund's net asset value per share, declaration, record and payment
dates, amounts of any dividends or income, special actions relating to each
Fund's securities and other information relating to the Company's business and
affairs as CSS may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement. CSS shall maintain such
information as required by regulation and as agreed upon between the Company and
CSS.
Section 5. Maintenance of Records. CSS shall create and maintain all
records required by applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act and the rules
thereunder, as they may be amended from time to time, pertaining to the various
functions CSS performs under this Agreement and which are not otherwise created
or maintained by another party pursuant to contract with the Company. All such
records shall be the property of the Company and will be preserved, maintained
and made available in accordance with Section 31 of the 1940 Act and the rules
thereunder, and will be surrendered promptly to the Fund on and in accordance
with the Company's request. The Company and the Company's authorized
representatives shall have access to CSS's records relating to the services to
be performed under this Agreement at all times during CSS's normal business
hours. Upon the reasonable request of the Company, copies of any such records
shall be provided promptly by CSS to the Company or the Company's authorized
representatives.
Section 6. Reliance on Company Instructions and Experts. CSS may rely upon
the written advice of the Company and upon statements of the Company's legal
counsel, accountants and other persons believed by it in good faith to be expert
in matters upon which they are consulted, and CSS shall not be liable for any
actions taken in good faith upon such statements.
Section 7. Standard of Care. CSS shall be under no duty to take any action
on behalf of a Fund except as necessary to fulfill its duties and obligations as
specifically set forth herein or as may be specifically agreed to by CSS in
writing. CSS shall at all times act in good faith and agrees to use its best
effect within reasonable limits to ensure the accuracy of all services performed
under this Agreement, but assumes no responsibility for any loss arising out of
any act or omission in carrying out its duties hereunder, except a loss
resulting from CSS's, its employees' or its agents' willful misfeasance, bad
faith or gross negligence in the performance of CSS's duties under this
Agreement, or by reason of reckless disregard of CSS's, its employees' or its
agents' obligations and duties hereunder. Notwithstanding the foregoing, the
limitation on CSS's liability shall not apply to the extent any loss or damage
results from any fraud committed by CSS or any intentionally bad or malicious
acts (that is, acts or breaches undertaken purposefully under circumstances in
which the person acting knows or has reason to believe that such act or breach
violates such person's obligations under this Agreement or can cause danger or
harm) of CSS.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, (i) CSS shall not be liable for losses beyond its control,
provided that CSS has acted in accordance with the standard of care set forth
above; and (ii) CSS shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any oral or written instructions provided by the
Fund, notice or other instrument which conforms to the applicable requirements
of this Agreement, and which CSS reasonably believes to be genuine; or (B)
subject to Section 25, delays or errors or loss of data occurring by reason of
circumstances beyond CSS's control, including fire, flood, catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
Section 8. Limitation of Liability Regarding CSS. CSS shall not be liable
for any actions taken in good faith reliance upon any authorized written
instructions or any other document reasonably believed by CSS to be genuine and
to have been executed or signed by the proper person or persons. CSS shall not
be held to have notice of any change of authority of any officer, employee or
agent of the Company until receipt of notification thereof by the Company.
Section 9. Limited Recourse. CSS hereby acknowledges that the Funds'
obligations hereunder with respect to the Shares are binding only on the assets
and property belonging to the Funds. The obligations of the parties hereunder
shall not be binding upon any of the Directors, shareholders, nominees,
officers, agents or employees of the Funds personally, but shall bind only the
property of the Funds. The execution and delivery of this agreement by such
officers shall not be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the Funds'
property.
Notwithstanding any other provision of this Agreement, the parties agree
that the assets and liabilities of each Fund of the Company are separate and
distinct from the assets and liabilities of each other Series and that no Series
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
Section 10. Indemnification by the Funds. Each Fund shall indemnify CSS
and hold it harmless from and against any and all losses, damages and expenses,
including reasonable attorneys' fees and expenses, incurred by CSS that result
from: (i) any claim, action, suit or proceeding in connection with CSS's entry
into or performance of this Agreement with respect to such Fund; or (ii) any
action taken or omission to act committed by CSS in the performance of its
obligations hereunder with respect to such Fund; or (iii) any action of CSS upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Company with respect to such Fund;
or (iv) any error, omission, inaccuracy or other deficiency of any information
provided to CSS by the Company, or the failure of the Company to provide or make
available any information requested by CSS knowledgeably to perform its
functions hereunder; PROVIDED, that CSS shall not be entitled to such
indemnification in respect of actions or omissions constituting gross
negligence, bad faith or willful misfeasance in the performance of its duties,
or by reckless disregard of such duties, on the part of CSS or its employees,
agents or contractors.
Section 11. Indemnification by CSS. CSS shall indemnify each Fund and hold
it harmless from and against any and all losses, damages and expenses, including
reasonable attorneys' fees and expenses, incurred by such Fund which result
from: (i) CSS's failure to comply with the terms of this Agreement with respect
to such Fund; or (ii) CSS's lack of good faith in performing its obligations
hereunder with respect to such Fund; or (iii) CSS's gross negligence or
misconduct or that of its employees, agents or contractors in connection
herewith with respect to such Fund.
In order that the indemnification provisions contained in Sections 10 and
11 shall apply, upon the assertion of an indemnification claim, the party
seeking the indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The Company shall have the option to
participate with CSS in the defense of such claim or to defend against said
claim in its own name or that of CSS. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case in which the other
party may be required to indemnify it except with the indemnifying party's
written consent, which consent shall not be unreasonably withheld.
Section 12. Confidentiality. CSS agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Company and its Shareholders received by CSS in connection with this
Agreement, including any non-public personal information as defined in
Regulation S-P, and that it shall not use or disclose any such information
except for the purpose of carrying out the terms of this Agreement; PROVIDED,
however, that CSS may disclose such information as required by law or in
connection with any requested disclosure to a regulatory authority with
appropriate jurisdiction after prior notification to the Company.
Upon termination of this Agreement, CSS shall return to the Company all
copies of confidential or non-public personal information received from the
Company hereunder, other than materials or information required to be retained
by CSS under applicable laws or regulations. CSS hereby agrees to dispose of any
"consumer report information," as such term is defined in Regulation S-P.
Section 13. Holidays. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended to or
shall require CSS, in any capacity hereunder, to perform any functions or duties
on any holiday or other day of special observance on which CSS is closed.
Functions or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which both the Company and CSS
are open. CSS will be open for business on days when the Company is open for
business and/or as otherwise set forth in each Fund's prospectus(es) and
Statement(s) of Additional Information.
Section 14. Termination. This Agreement shall remain in effect with
respect to each Fund until terminated.
This Agreement may be terminated by either party at any time, without the
payment of a penalty upon ninety (90) days' written notice to other party. Any
termination shall be effective as of the date specified in the notice or upon
such later date as may be mutually agreed upon by the parties. Upon notice of
termination of this Agreement by either party, CSS shall promptly transfer to
the successor administrator the original or copies of all books and records
maintained by CSS under this Agreement including, in the case of records
maintained on computer systems, copies of such records in machine-readable form,
and shall cooperate with, and provide reasonable assistance to, the successor
administrator in the establishment of the books and records necessary to carry
out the successor administrator's responsibilities. If this Agreement is
terminated by the Company, the Company shall be responsible for all reasonable
out-of-pocket expenses or costs associated with the movement of records and
materials to the successor administrator. Additionally, CSS reserves the right
to charge for any other reasonable expenses associated with such termination.
Section 15. Notice. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first-class mail, postage prepaid, to
the respective parties at their last known address, except that oral
instructions may be given if authorized by the Board and preceded by a
certificate from the Company's Secretary so attesting. Notices to the Company
shall be directed to 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx
00000, Attention: Mr. Xxxx Xxxxx, III; and notices to CSS shall be directed to:
0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Mr.
Xxxx Xxxxx, III.
Section 16. Execution in Counterparts. This Agreement may be executed in
two or more counterparts, each of which, when so executed, shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.
Section 17. Assignment; Third Party Beneficiaries. This Agreement shall
extend to and shall be binding upon the parties hereto and their respective
successors and assigns; PROVIDED, however, that this Agreement shall not be
assignable by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
Section 18. Services Not Exclusive. The services of CSS to the Company are
not deemed exclusive, and CSS shall be free to render similar services to
others, to the extent that such service does not affect CSS's ability to perform
its duties and obligations hereunder.
Section 19. Headings. All Section headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
Section 20. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements, understandings
and arrangements to the subject matter thereof.
Section 21. Consequential Damages. Neither party to this Agreement shall
be liable to the other party for consequential damages under any provision of
this Agreement.
Section 22. Amendments. This Agreement may be amended from time to time by
a writing executed by the Company and CSS. The compensation stated in Schedule A
attached hereto may be adjusted from time to time by the execution of a new
schedule signed by both of the parties.
Section 23. Waiver. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
Section 24. 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,
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 provision held to
be illegal or invalid.
Section 25. Force Majeure. In the event either party is unable to perform
its obligations under the terms of this Agreement because of acts of God, acts
of war or terrorism, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control,
such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes; provided,
however, that this provision shall not imply that CSS is excused from
maintaining reasonable business continuity plans to address potential service
outages.
Section 26. Survival. The obligations of Sections 3, 5, 6, 7, 8, 9, 10,
11, 12, 17, 20, 21, 23, 24, 25 and 27 shall survive any termination of this
Agreement.
Section 27. Governing Law. This Agreement shall be governed by and
construed to be in accordance with the laws of the State of Maryland, without
reference to choice of law principles thereof, and in accordance with the
applicable provisions of the 1940 Act. To the extent that the applicable laws of
the State of Maryland, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
THE WORLD FUNDS, INC.
By: __________________________
Xxxx Xxxxx, III
Chairman
COMMONWEALTH SHAREHOLDER SERVICES, INC.
By: __________________________
Xxxx Xxxxx, III
Chief Executive Officer
A-10
1-WA/2596045.12
Amended and Restated
Schedule A
to the
Administration Agreement
between
The World Funds, Inc. (the "Company")
and
Commonwealth Shareholder Services, Inc. ("CSS")
Dated as of November 1, 2008
Compensation to be Paid to CSS:
------------------------------
CSI Equity Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee
------------ ---------------------------
CSI Equity Fund 0.10% on the first $75 million
(with a minimum annual fee of
$30,000), 0.07% on assets in
excess of $75 million
Dividend Capital Realty Income Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee Dividend Capital Realty 0.10% on
the first $75 million Income Fund (with a minimum annual fee of
$30,000); 0.07% on assets in
excess of $75 million
Eastern European Equity Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee Eastern European Equity 0.20% on
the first $125 million Fund (with a minimum annual fee of
$30,000); and 0.15% on assets in
excess of $125 million
Epoch Global Equity Shareholder Yield Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee Epoch Global Equity 0.10% on the
first $75 million Shareholder Yield Fund (with a minimum annual fee of
$30,000); 0.05% on assets in
excess of $75 million
Epoch International Small Cap Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee Epoch International 0.15% on the
first $75 million Small Cap Fund (with a minimum annual fee of
$30,000); 0.10% on assets in
excess of $75 million
Epoch U.S. All Cap Equity Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee
------------ ---------------------------
Epoch U.S. All Cap 0.10% (with a minimum fee of
Equity Fund $15,000 per year for a period of
two years from the date of the
Fund's inception, $30,000 per
year thereafter); 0.07% on
assets in excess of $75 million
Third Millennium Russia Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee Third Millennium Russia 0.20% on
the first $125 million Fund (with a minimum annual fee of
$30,000); and 0.15% on assets in
excess of $125 million
REMS Real Estate Value Opportunity Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee REMS Real Estate 0.10% (with a
minimum fee of Value-Opportunity Fund $15,000 per year for a period of
two years from the date of the Fund's inception,
$30,000 per year thereafter); 0.07% on assets in
excess of $75 million
The Exceptionator Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For Compliance services, CSS shall be paid $1,000 per month.
D. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee
------------ ---------------------------
Exceptionator Fund 0.10% With a minimum fee of
$30,000 per year.0.07% on assets
in excess of $100 million
Epoch U.S. Large Cap Equity Fund
A. For the performance of Blue Sky matters, CSS shall be paid at the rate of
$30 per hour of actual time used.
B. For shareholder servicing, CSS shall be paid at the rate of $30 per hour
of actual time used.
C. For all other administration, CSS shall be paid an asset-based
administrative fee, computed daily and paid monthly, at the following
annual rates based on the average daily net assets of each Fund:
Name of Fund Administrative Services Fee
------------ ---------------------------
Epoch U.S. Large Cap 0.10% (with a minimum fee of
Equity Fund $15,000 per year for a period of
two years from the date of the
Fund's inception, $30,000 per
year thereafter); 0.07% on
assets in excess of $75 million
B-5
1-WA/2596045.12
Schedule B
to the
Administration Agreement
between
The World Funds, Inc. (the "Company")
and
Commonwealth Shareholder Services, Inc. ("CSS")
Dated as of August 23, 2006
Services to be Provided by CSS:
------------------------------
1. Subject to the direction and control of the Board of Directors of the
Company (the "Board"), CSS shall manage all aspects of each Fund's
operations with respect to each Fund except those that are the
specific responsibility of any other service provider hired by the
Company, all in such manner and to such extent as may be authorized
by the Board.
2. Oversee the performance of administrative and professional services
rendered to each Fund by others, including its custodian, fund
accounting agent, transfer agent and dividend disbursing agent as
well as legal, auditing, shareholder servicing and other services
performed for each Fund, including:
(a) The preparation and maintenance by each Fund's custodian,
transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in
such locations as my be required by applicable
law, of all documents and records relating to the
operation of each Fund required to be prepared or
maintained by the Company or its agents pursuant
to applicable law.
(b) The reconciliation of account information and balances among each
Fund's custodian, transfer agent, dividend disbursing agent and fund
accountant.
(c) The transmission of purchase and redemption orders for shares.
(d) The performance of fund accounting, including the accounting services
agent's calculation of the net asset value ("NAV") of each Fund's
shares.
3. For new series or classes, obtain CUSIP numbers, as necessary, and
estimate organizational costs and expenses and monitor against actual
disbursements.
4. Assist each Fund's investment adviser in monitoring fund holdings for
compliance with prospectus investment restrictions and limitations
and assist in preparation of periodic compliance reports, as
applicable.
5. Prepare and assist with reports for the Board as may be mutually
agreed upon by the parties.
6. Prepare and mail quarterly and annual Code of Ethics forms for: (i)
disinterested Board members; and (ii) officers of the Company, if
any, that are also employees of CSS, including a review of returned
forms against portfolio holdings and reporting to the Board.
7. Prepare and mail annual Directors' and Officers' questionnaires.
8. Maintain general Board calendars and regulatory filings calendars.
9. As mutually agreed to by the parties, prepare updates to and maintain
copies of the Company's charter and by-laws.
10. Coordinate with insurance providers, including soliciting bids for
Directors & Officers/Errors & Omissions insurance and fidelity bond
coverage, coordinate the filing of fidelity bonds with the SEC and
make related Board presentations.
11. Prepare selected management reports for performance and compliance
analyses agreed upon by the Company and CSS from time to time.
12. Advise the Company and the Board on matters concerning each Fund and
its affairs.
13. With the assistance of the counsel to the Company, the
investment adviser, officers of the Company and other
relevant parties, prepare and disseminate materials for
meetings of the Board on behalf of each Fund, and any
committees thereof, including agendas and selected
financial information as agreed upon by the Company and
CSS from time to time; attend and participate in Board
meetings to the extent requested by the Board; and
prepare minutes of the meetings of the Board for review
by Company's legal counsel, as necessary.
14. Provide assistance to each Fund's independent public accountants in
order to determine income and capital gains available for
distribution and calculate distributions required to meet regulatory,
income and excise tax requirements.
15. Assist each Fund's independent public accountants with the
preparation of each Fund's federal, state and local tax returns to be
review by each Fund's independent public accountants.
16. Prepare and maintain each Fund's operating expense budget to
determine proper expense accruals to be charged to each Fund in order
to calculate its daily NAV.
17. In consultation with counsel for the Company, assist in and oversee
the preparation, filing, printing and where applicable, dissemination
to shareholders of the following:
(a) Amendments to each Fund's Registration Statement on Form N-1A.
(b) Periodic reports to each Fund's shareholders and the U.S. Securities
and Exchange Commission (the "SEC"), including but not limited to
annual reports and semi-annual reports.
(c) Notices pursuant to Rule 24f-2.
(d) Proxy materials.
(e) Reports to the SEC on Form N-SAR, Form N-CSR, Form N-Q and Form N-PX.
18. Coordinate each Fund's annual or SEC audit by:
(a) Assisting each Fund's independent auditors, or, upon approval of each
Fund, any regulatory body in any requested review of each Fund's
accounts and records.
(b) Providing appropriate financial schedules (as requested by each
Fund's independent public accountants or SEC examiners); and
(c) Providing office facilities as may be required.
19. Assist the Company in the handling of routine regulatory examinations
and work closely with the Company's legal counsel in response to any
non-routine regulatory matters.
20. After consultation with counsel for the Company and the
investment adviser, assist the investment adviser to
determine the jurisdictions in which shares of each
Fund shall be registered or qualified for sale;
register, or prepare applicable filings with respect
to, the shares with the various state and other
securities commissions, provided that all fees for the
registration of shares or for qualifying or continuing
the qualification of each Fund shall be paid by each
Fund.
21. Monitor sales of shares, ensure that the shares of the Company are
validly issued under the laws of the State of Maryland and properly
and duly registered with the SEC.
22. Oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of each Fund and other appropriate purposes.
23. 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.
24. Authorize the payment of Fund expenses and pay, from Fund assets, all
bills of each Fund.
25. 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.
26. Assist each Fund in the selection of other service
providers, such as independent accountants, law firms
and proxy solicitors; and perform such other
recordkeeping, reporting and other tasks as may be
specified from time to time in the procedures adopted
by the Board; PROVIDED that CSS need not begin
performing any such task except upon 65 days' notice
and pursuant to mutually acceptable compensation
agreements.
27. Provide assistance to each Fund in the servicing of
shareholder accounts, which may include telephone and
written conversations, assistance in redemptions,
exchanges, transfers and opening accounts as may be
required from time to time. CSS shall, in addition,
provide such additional administrative non-advisory
management services as CSS and the Company may from
time to time agree.
28. Assist the Company's Chief Compliance Officer with issues regarding
the Company's compliance program (as approved by the Board in
accordance with Rule 38a-1 under the 0000 Xxx) as reasonably
requested.
29. Perform certain compliance procedures for the Company which will
include, among other matters, monitoring compliance with personal
trading guidelines by the Company's Board.
30. Assist the Company with its obligations under Section 302
and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule
30a-2 under the 1940 Act, including the establishment
and maintenance of internal controls and procedures
that are reasonably designed to ensure that information
prepared or maintained in connection with
administration services provided hereunder is properly
recorded, processed, summarized, or reported by CSS or
its affiliates on behalf of the Trust so that it may be
included in financial information certified by the
Company's officers on Form N-CSR and Form N-Q.
31. Prepare and file any claims in connection with class actions
involving portfolio securities, handle administrative matters in
connection with the litigation or settlement of such claims, and
prepare a report to the Board regarding such matters.
32. CSS shall provide such other services and assistance relating to the
affairs of each Fund as the Company may, from time to time,
reasonably request pursuant to mutually acceptable compensation
agreements.
