IRONWOOD SERIES TRUST
PFO/TREASURER SERVICES AGREEMENT
AGREEMENT made as of the ___ of ______, 2007 by and between Ironwood
Series Trust, a Massachusetts business trust, with its principal office and
place of business at Three Xxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 (the "Trust"), and
Foreside Management Services, LLC, a Delaware limited liability company with its
principal office and place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000 ("Foreside").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company; and
WHEREAS, the Trust desires that Foreside perform certain services and
Foreside is willing to provide those services on the terms and conditions set
forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Foreside hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Foreside, and Foreside hereby agrees, to
provide Ms. Trudance X. X. Xxxxx to serve as the Trust's Principal Financial
Officer ("PFO") and Treasurer, to the Trust for the period and on the terms and
conditions set forth in this Agreement.
(b) In connection therewith, the Trust has delivered to Foreside copies
of: (i) the Trust's Articles of Incorporation and Bylaws (collectively, as
amended from time to time, "Organizational Documents"); (ii) the Trust's current
Registration Statement, as amended or supplemented, filed with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"); (iii) the Trust's current Prospectus and Statement of Additional
Information (collectively, as currently in effect and as amended or
supplemented, the "Prospectus" or "SAI", as the case may be, or the "Disclosure
Documents"); (iv) each plan of distribution or similar document that may be
adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each
current shareholder service plan or similar document adopted by the Trust
("Service Plan"); (v) all policies, programs and procedures adopted by the Trust
with respect to the Trusts, and shall promptly furnish Foreside with all
amendments of or supplements to the foregoing. The Trust shall deliver to
Foreside a certified copy of the resolution of the Board of Directors of the
Trust (the "Board") appointing Foreside hereunder and authorizing the execution
and delivery of this Agreement. In addition, the Trust shall deliver, or cause
to deliver, to Foreside upon Foreside's reasonable request any other documents
that would enable Foreside to perform the services described in this Agreement.
SECTION 2. DUTIES OF FORESIDE
(a) Subject to the approval of the Board, Foreside shall make available
Ms. Trudance X. X. Xxxxx who is competent and knowledgeable regarding the
management and internal controls of the Trust to serve as the Trust's PFO and
Treasurer, who will have the authority normally incident to such office,
including the authority to execute documents required to be executed by the
Trust's "Principal Financial Officer" and "Treasurer".
(b) Foreside shall provide such other services and assistance relating to
the affairs of the Trust as the Trust may, from time to time, reasonably request
pursuant to mutually acceptable compensation and implementation agreements.
(c) Foreside shall maintain records relating to its services, such as
policies and procedures, relevant Board presentations, and other records, as are
required to be maintained under the relevant securities laws. Such reports shall
be maintained in the manner and for the periods as are required under the
applicable rule or regulation. The books and records pertaining to the Trust
that are in the possession of Foreside shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Foreside's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by Foreside to the Trust or the Trust's authorized
representatives at the Trust's expense.
(d) Nothing contained herein shall be construed to require Foreside to
perform any service that could cause Foreside to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause the Trust to act in contravention of the Trust's Prospectus
or any provision of the 1940 Act. Except with respect to Foreside's duties as
set forth in this Section 2 and except as otherwise specifically provided
herein, the Trust assumes all responsibility for ensuring that the Trust
complies with all applicable requirements of the Securities Act, the Exchange
Act, the 1940 Act and any laws, rules and regulations of governmental
authorities with jurisdiction over the Trust. All references to any law in this
Agreement shall be deemed to include reference to the applicable rules and
regulations promulgated under authority of the law and all official
interpretations of such law or rules or regulations.
(e) In order for Foreside to perform the services required by this Section
2, the Trust (i) shall take reasonable steps to encourage all Service Providers
to furnish any and all information to Foreside as reasonably requested; and (ii)
shall take reasonable steps to obtain the result that Foreside has access to all
records and documents maintained by the Trust or any service provider to the
Trust.
-2-
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Foreside shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Foreside in
writing. Foreside shall use its best judgment and efforts in rendering the
services described in this Agreement. Foreside shall not be liable to the Trust
or any of the Trust's stockholders for any action or inaction of Foreside
relating to any event whatsoever in the absence of bad faith, reckless
disregard, gross negligence or willful misfeasance in the performance of
Foreside's duties or obligations under this Agreement. Further, Foreside shall
not liable to the Trust or any of the Trust's stockholders for any action taken
or failure to act in good faith reliance upon: (i) the advice and opinion of
Trust counsel; and (ii) any certified copy of any resolution of the Board; and
Foreside shall not be under any duty or obligation to inquire into the validity
or invalidity or authority or lack thereof of any statement, oral or written
instruction, resolution, signature, request, letter of transmittal, certificate,
opinion of counsel, instrument, report, notice, consent, order, or any other
document or instrument which Foreside reasonably believes in good faith to be
genuine.
(b) The Trust agrees to indemnify and hold harmless Foreside, its
employees, agents, directors, officers and managers and any person who controls
Foreside within the meaning of section 15 of the Securities Act or Section 20 of
the Exchange Act ("Foreside Indemnitees"), against and from any and all claims,
demands, actions, suits, judgments, administrative proceedings or
investigations, liabilities, losses, damages, costs, charges, reasonable counsel
fees and other expenses of every nature and character arising out of or in any
way related to Foreside's actions taken or failures to act with respect to the
Trust in connection with the performance of any duties or obligations under this
Agreement (a "Foreside Claim"); provided, however, that nothing contained herein
shall entitle a Foreside Indemnitee to indemnification with respect to any
Foreside claim arising from Foreside's own bad faith, reckless disregard,
negligence or willful malfeasance, or breach of this Agreement. For purposes of
this Agreement, Foreside's bad faith, willful malfeasance, or reckless disregard
shall not include any action taken or not taken by Foreside consistent with the
last sentence of Section 3(a). Further, the Trust shall not be required to
indemnify any Foreside Indemnitee if, prior to confessing any Foreside Claim
against the Foreside Indemnitee, Foreside or the Foreside Indemnitee does not
give the Trust written notice of and reasonable opportunity to defend against
the Foreside claim in its own name or in the name of the Foreside Indemnitee.
(c) Foreside agrees to indemnify and hold harmless the Trust, its
employees, agents, directors, officers and managers ("Trust Indemnitees"),
against and from any and all claims, demands, actions, suits, judgments,
administrative proceedings and investigations, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature and
character arising out of or in any way related to (i) Foreside's actions taken
or failures to act with respect to the Trust that are not consistent with
Section 3(a); (ii) any breach of this Agreement with Foreside; or (iii) any
breach of Foreside's representations set forth in Section 4 (a "Trust Claim").
Foreside shall not be required to indemnify any Trust Indemnitee if, prior to
confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust
Indemnitee does not give Foreside written notice of and reasonable opportunity
to defend against the Trust Claim in its own name or in the name of the Trust
Indemnitee.
-3-
(d) Foreside shall not be liable for the errors of other service providers
to the Trust or their systems.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) Foreside represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing
and in good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of
Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties under
this Agreement;
(iv) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement and perform its duties
under this Agreement;
(v) It has access to the necessary facilities, equipment, and
personnel to assist the PFO/Treasurer in the performance of his or
her duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of Foreside, enforceable against
Foreside in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and
secured parties;
(vii) It shall report to the Board promptly if Foreside learns about
PFO/Treasurer malfeasance or in the event the PFO/Treasurer is
terminated as an officer by another Trust or terminated by Foreside;
(viii) It shall comply with all applicable laws; and
(ix) It shall maintain policies of insurance reasonable and
customary for its business.
(b) The Trust represents and warrants to Foreside that:
(i) It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts and is
in good standing under the laws of The Commonwealth of
Massachusetts;
-4-
(ii) It is empowered under applicable laws and by its Trust Documents to
enter into this Agreement and perform its duties under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the Trust, enforceable against the Trust
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties;
(vi) A registration statement under the Securities Act and the Exchange
Act is currently effective and will remain effective and appropriate State
securities law filings have been made and will continue to be made with
respect the Trust; and
(vii) The PFO/Treasurer shall be covered by the Trust's Directors &
Officers/Errors & Omissions Policy (the "Policy"), and the Trust shall use
reasonable efforts to ensure that such coverage be (a) reinstated should
the Policy be cancelled; (b) continued after such officers ceases to serve
as the Trust on substantially the same terms as such coverage is provided
for the Trust officers after such persons are no longer officers of the
Trust; or (c) continued in the event the Trust merges or terminates, on
substantially the same terms as such coverage is provided for the Trust
officers (but for a period no less than six years). The Trust shall
provide Foreside with proof of current coverage, including a copy of the
Policy, and shall notify Foreside immediately should the Policy be
cancelled or terminated.
(viii) The PFO/Treaurer will, upon commencement of their officership, be a
named officer in accordance with the Trust's by-laws and subject to the
provisions of the Trust's Organizational Documents regarding
indemnification of its officers.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Foreside pursuant to this
Agreement, the Trust shall pay Foreside the fees set forth in Appendix A hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in Appendix A hereto shall be payable monthly in
arrears on the first business day of each calendar month for services performed
during the prior calendar month. Any out-of-pocket charges incurred by Foreside
as set forth in Appendix A shall be paid as incurred. 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, the Trust shall pay to Foreside such compensation, as shall be
payable prior to the effective date of termination.
-5-
(b) Foreside may, with respect to questions of law relating to its
services hereunder, apply to and obtain the advice and opinion of Trust counsel,
subject to coordination and pre-approval by appropriate representatives of the
Trust's investment adviser, which shall not be reasonably withheld. The costs of
any such advice or opinion shall be borne by the Trust.
(c) Foreside shall not be responsible for and will not assume the
obligation for payment of the expenses of the Trust, including, without
limitation: (i) the fee payable under this Agreement; (ii) the fees payable to
the investment adviser under an agreement between the investment adviser and the
Trust; (iii) expenses of issue, repurchase and redemption of Trust Shares; (iv)
interest charges, taxes and brokerage fees and commissions and short sale fees;
(v) premiums of insurance for the Trust, the directors and officers and fidelity
bond premiums; (vi) fees, interest charges and expenses of third parties,
including Trust counsel, counsel to the Trust's independent directors,
independent public accountants, compliance audit firms, custodians, transfer
agents, dividend disbursing agents and Trust accountants; (vii) fees of pricing,
interest, dividend, credit and other reporting services; (viii) costs of
membership in trade associations; (ix) telecommunications expenses; (x)
transmission expenses; (xi) costs of maintaining the Trust's existence; (xii)
costs of preparing, filing and printing the Trust's Prospectus, subscription
application forms and stockholder reports and other communications and
delivering them to existing stockholders, whether of record or beneficial;
(xiii) expenses of meetings of stockholders and proxy solicitations therefore;
(xiv) costs of maintaining books of original entry for portfolio and Trust
accounting and other required books and accounts and of calculating the net
asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi)
fees and expenses of the Trust's directors and officers (except those incurred
by officers affiliated with Foreside); (xvii) costs of other personnel
performing services for the Trust; (xviii) costs of Board, Board committee, and
other corporate meetings; (xix) SEC registration fees and related expenses; and
(xx) state, territory or foreign securities laws registration fees and related
expenses.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective on the date indicated above or
such time Foreside commences providing services under this Agreement, whichever
is later. Upon effectiveness of this Agreement, this Agreement shall constitute
the entire agreement between the parties and shall supersede all previous
agreements between the parties, whether oral or written relating to the Trust.
-6-
(b) This Agreement shall continue in effect until terminated.
(c) This Agreement may be terminated at any time, without the payment of
any penalty (i) by the Board on sixty (60) days' written notice to Foreside or
(ii) by Foreside on sixty (60) days' written notice to the Trust; provided that
the provisions of this Agreement related to services pursuant to Section 2, may
be terminated at any time by the Board, effective upon written notice to
Foreside, without the payment of any penalty; the remaining portions of this
Agreement shall be considered severable and not affected.
(d) The provisions of Sections 2(e), 3, 6(d), 6(e), 7, 10, 11, and 12
shall survive any termination of this Agreement.
(e) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Foreside or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
SECTION 7. CONFIDENTIALITY
Each Party shall comply with the laws and regulations applicable to it in
connection with its use of Confidential Information, including, without
limitation, Regulation S-P (if applicable). Foreside agrees to treat all records
and other information related to the Trust as proprietary information of the
Trust and, on behalf of itself and its employees, to keep confidential all such
information, except that Foreside may release such other information (i) as
approved in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where Foreside is advised by counsel that it
may be exposed to civil or criminal contempt proceedings for failure to release
the information (provided, however, that Foreside shall seek the approval of the
Trust as promptly as possible so as to enable the Trust to pursue such legal or
other action as it may desire to prevent the release of such information) or
(ii) when so requested by the Trust.
SECTION 8. FORCE MAJEURE
Foreside shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, fire, mechanical breakdowns, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
system or power supply. In addition, to the extent Foreside's obligations
hereunder are to oversee or monitor the activities of third parties, Foreside
shall not be liable for any failure or delay in the performance of Foreside's
duties caused, directly or indirectly, by the failure or delay of such third
parties in performing their respective duties or cooperating reasonably and in a
timely manner with Foreside.
-7-
SECTION 9. ACTIVITIES OF FORESIDE
(a) Except to the extent necessary to perform Foreside's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Foreside's
right, or the right of any of Foreside's managers, officers or employees who
also may be a director, officer or employee of the Trust (including, without
limitation, the PFO/Treasurer), or who are otherwise affiliated persons of the
Trust, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.
(b) Upon prior approval by the Trust, Foreside may subcontract any or all
of its functions or responsibilities pursuant to this Agreement to one or more
persons, which may be affiliated persons of Foreside who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Foreside of its responsibilities hereunder. Foreside may pay those
persons for their services, but no such payment will increase Foreside's
compensation or reimbursement of expenses from the Trust.
SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS
Foreside shall cooperate with the Trust's independent public accountants
and shall take reasonable action to make all necessary information available to
the accountants for the performance of the accountants' duties.
SECTION 11. LIMITATION OF STOCKHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the stockholders of the Trust shall not be
liable for any obligations of the Trust under this Agreement, and Foreside
agrees that, in asserting any rights or claims under this Agreement, it shall
look only to the assets and property of the Trust.
SECTION 12. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential, special or indirect damages under any provision of this
Agreement.
(b) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(c) This Agreement may be executed by the parties hereto in any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) 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.
-8-
(e) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(f) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(g) Nothing contained in this Agreement is intended to or shall require
Foreside, in any capacity hereunder, to perform any functions or duties on any
day other than a Trust business day. Functions or duties normally scheduled to
be performed on any day which is not a Trust business day shall be performed on,
and as of, the next Trust business day, unless otherwise required by law.
(h) The term "affiliate" and all forms thereof used herein shall have the
meanings ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
IRONWOOD SERIES TRUST
By:
---------------------------
Name:
Title:
FORESIDE MANAGEMENT SERVICES, LLC
By:
---------------------------
Xxxxx Xxxxxxx, Managing Partner
-9-
IRONWOOD SERIES TRUST
SERVICES AGREEMENT
APPENDIX A
__________, 2007
(1) FEES
o A flat fee per registrant of $25,000 annually, and 1.5 basis points
(or 0.015%) of average daily net assets
(2) OUT-OF-POCKET AND RELATED EXPENSES
The Trust shall reimburse Foreside for the following out-of-pocket and ancillary
expenses::
(i) communications
(ii) postage and delivery services
(iii) record storage and retention (imaging, microfilm and shareholder
record storage)
(iv) reproduction
(v) reasonable travel expenses for the PFO incurred in connection with
the responsibilities set out in this service agreement (vi) other
expenses incurred in connection with providing the services
described in this Agreement if approved by the Board
