ADMINISTRATION AGREEMENT
This
Administration Agreement (this “Agreement”)
is
made and entered into as of this 9th day of November, 2005, by and between
MARKETOCRACY FUNDS, a Delaware statutory trust (the “Trust”),
and
ALESCO GLOBAL ADVISORS LLC, a California limited liability company (the
“Administrator”).
WITNESSETH:
WHEREAS,
the Trust is engaged in business as an open-end management investment company
and is registered with the U.S. Securities and Exchange Commission (the
“SEC”)
as
such under the Investment Company Act of 1940, as amended (the “1940
Act”);
and
WHEREAS,
the Administrator is engaged in the business of rendering administrative and
supervisory services to investment companies; and
WHEREAS,
the Trust desires to retain the Administrator to render supervisory and
corporate administrative services to each of the series and classes thereof
listed on Exhibit A
hereto
(each, the “Fund”)
in the
manner and on the terms hereinafter set forth;
WHERAS, the Administrator is willing to furnish such services in the manner
and
on the terms hereinafter set forth;
NOW,
THEREFORE, in consideration of the foregoing premises and the terms hereinafter
set forth, the parties hereto agree as follows:
1. Engagement
of the Administrator.
The
Trust hereby engages the Administrator to administer the affairs of the Fund
subject, however, at all times to the direction of the Board of Trustees (the
“Board”)
and
the officers of the Trust, for the period, and in the manner and on the terms
hereinafter set forth. The Administrator hereby accepts such engagement and
agrees during such period to render the services and to assume the obligations
herein set forth for the compensation herein provided.
2. Obligations
of the
Administrator.
The
Administrator, at its expense, shall supply the Board and officers of the Trust
with all statistical information and reports with respect to the Fund reasonably
required by the Board and reasonably available to the Administrator and shall
furnish the Fund with office facilities, including space, furniture and
equipment and all personnel reasonably necessary for the operation of the Fund.
The Administrator shall oversee the maintenance of all books and records with
respect to the Funds’ securities transactions and the Fund’s books of account in
accordance with all applicable federal and state laws and regulations except
to
the extent that the Fund’s investment adviser is responsible for such
maintenance. In compliance with the requirements of Rule 31a-3 under the
1940 Act, any records that the Administrator maintains for the Fund are the
property of the Fund, and the Administrator shall surrender promptly to the
Fund
any of such records upon notice from the the Fund. The Administrator shall
arrange for the preservation of the records required to be maintained by Rule
31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the
1940 Act.
3. Expenses
of the Fund.
The
Administrator hereby assumes the obligations, and shall pay, for maintaining
its
staff and personnel and at its own expense shall provide the equipment, office
space and facilities necessary to perform its obligations under this Agreement.
In addition, the Administrator hereby assumes the obligations for, and shall
pay, all other expenses of the Fund, including without limitation: insurance,
taxes (except foreign tax withholding), expenses for legal and auditing
services, costs of printing proxies, stock certificates and prospectuses (except
to the extent paid by the Fund’s investment adviser pursuant to the Investment
Advisory and Management Agreement by and between the Trust and such investment
adviser or pursuant the Fund’s plan of distribution, if any, pursuant to Rule
12b-1 under the 1940 Act), the insurance required by Section 17(g) of the 1940
Act, charges of a custodian for safekeeping of the Fund’s securities, SEC fees,
expense of registering the shares of the Fund under federal and state securities
laws, fees and expenses of trustees who are not interested persons of the Fund,
accounting and pricing costs (including without limitation the daily calculation
of net asset value), interest, annual account fees for brokerage margin
accounts, litigation and other extraordinary or non-recurring expenses, and
other expenses properly payable by the Fund, excluding, however, expenses due
to
holding or carrying the Fund’s securities, including without limitation expenses
of dividends on stock borrowed to cover a short sale or interest, fees or other
charges incurred in connection with a Fund’s leverage and related borrowings,
which the Fund will pay. Additionally, the Administrator shall not assume or
pay
the cost of brokerage commissions, xxxx-ups or xxxx-xxxxx associated which
effecting securities transactions on behalf of the Fund.
4. Use
of
Subadministrators.
In
providing the services and assuming the obligations set forth herein, the
Administrator may at its expense employ one or more subadministrators, and
may
enter into such service agreements as the Administrator deems appropriate in
connection with the performance of its duties and obligations hereunder.
Reference herein to the duties and responsibilities of the Administrator shall
include any subadministrator employed by the Administrator to the extent that
the Administrator shall delegate such duties and responsibilities to any such
subadministrator. Any such subadministrator shall at all times be subject to
the
direction of the Board or any officer of the Trust acting pursuant to the
authority of the Board. The Administrator shall perform ongoing due diligence
oversight of any such subadministrator in order to assure continuing quality
of
performance by said subadministrator.
5. Compensation.
As
compensation for the services rendered, the facilities furnished and the
expenses assumed by the Administrator, the Fund shall pay to the Administrator
at the end of each calendar month a fee based the percentages at the annual
rates specified opposite the Fund’s name on Exhibit
A
hereto
of the Fund’s average annual net assets as determined and computed in accordance
with the description of the method of determination of net asset value contained
in the Fund’s Prospectus and Statement of Additional Information.
2
6. Non-Exclusivity.
The
services of the Administrator to the Fund hereunder are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Administrator who also may be a trustee,
officer, or employee of the Trust, to engage in any other business or to devote
his time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature, nor to limit
or
restrict the right of the Administrator to engage in any other business or
to
render services of any kind, including investment advisory and management
services, to any other corporation, firm, individual or association.
7. Independent
Contractor.
The
Administrator shall for all purposes herein be deemed to be an independent
contractor and, except as expressly provided or authorized (whether herein
or
otherwise), shall have no authority to act for or represent the Fund in any
way
or otherwise be deemed an agent of the Fund.
8. Liabilities
of the Administrator.
In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Administrator,
the Administrator shall not be liable to the Trust, the Fund or to any
beneficial holder of the Fund’s shares for any act or omission in the course of,
or in connection with, rendering services hereunder or for any losses that
may
be sustained in the purchase, holding or sale of any security, including without
limitation for purposes determining such losses, brokerage expenses and expenses
of holding or carrying the Fund’s securities, including without limitation
expenses of dividends on stock borrowed to cover a short sale or interest,
fees
or other charges incurred in connection with a Fund’s leverage and related
borrowings.
9. Definitions.
As used
in this Agreement, the terms "assignment," "interested person," and "majority
of
the outstanding voting securities" shall have the meanings given to them by
Section 2(a) of the 1940 Act, subject to such exemptions as may be granted
by
the SEC by any rule, regulation or order. If the Fund is a class of a series
of
the Trust having more than one class outstanding, the voting rights of the
Fund’s shares shall be determined in accordance with requirements of SEC Rule
18f-3 under the 1940 Act.
10. Effectiveness
and Term.
This
Agreement shall become effective with respect to the Fund on the date set forth
opposite the Fund’s name on Exhibit
A
hereto
and shall continue in effect from such date for two (2) years thereafter, and
then is renewable thereafter for successive one year periods if such continuance
is approved at least annually by (a) the Board, or by a vote of the holders
of a majority of the outstanding voting securities of the Fund, and (b) a
majority of the Board’s trustees who are not parties to the Agreement or
“interested persons” (as defined in the 0000 Xxx) of any such party, cast in
person at a meeting expressly called for the purpose of voting on such approval.
11. Termination.
This
Agreement (a) may be terminated with respect to the Fund at any time
without the payment of any penalty either by vote of the Board, or by vote
of a
majority of the outstanding voting securities of the Fund, on sixty
(60) days notice to the Administrator, and (b) may be terminated at any
time by the Administrator on sixty (60) days notice to the Trust.
3
12. Amendments.
This
Agreement may be amended by the parties only if such amendment is specifically
approved by (a) the Board, or by a vote of the holders of a majority of the
outstanding voting securities of the Fund, and (b) a majority of those
Board trustees who are not parties to this Agreement or interested persons
of
any such party, cast in person at a meeting called for the purpose of voting
on
such approval.
13. Notices.
Any and
all notices or other communications required or permitted under this Agreement
shall be in writing and shall be deemed sufficient when mailed by United States
certified mail, return receipt requested, or delivered in person against receipt
to the party to whom it is to be given, at the address of such party set forth
below:
If
to the
Administrator:
Alesco
Global Advisors LLC
000
X. Xx
Xxxxxx Xxxx, Xxxxx 000
Xxx
Xxxxx, XX 00000
If
to the
Fund or the Trust:
0000
Xxxx
Xxxxx, Xxxxx 000
Xxx
Xxxxx, Xxxxxxxxxx 00000
or
to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 13 at least ten (10) days to prior to
change of address is to be effective.
14. Severability.
The
provisions of this Agreement are severable and if any provision of this
Agreement shall be held or made invalid, illegal or unenforceable by an
applicable court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and shall be construed in all respects
as if such invalid, illegal or unenforceable provision were omitted. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
15. Headings.
Any
paragraph headings in this Agreement are for convenience of reference only,
and
shall be given no effect in the construction and interpretation of this
Agreement or any provisions thereof.
16. Governing
Law.
This
Agreement shall be governed by, and its provisions shall be construed and
interpreted in accordance with, the laws of the State of California as applied
to agreements between California residents entered into and performed entirely
within the State of California.
[Remainder
of page intentionally left blank.]
4
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written.
By:
/s/
Xxxxxx X.
Xxxx
Xxxxxx X. Xxxx
Its: Chairman
ALESCO
GLOBAL ADVISORS LLC
By:
/s/
Xxx X.
Xxxxx
Xxx X. Xxxxx
Its: Chief Executive Officer
5
EXHIBIT
A
to
(as
of
November 9, 2005)
|
Fund
|
Compensation
(Annual
% of Average Annual Net Assets)
|
Effective
Date
|
||
|
AGA
Total Return Real Fund - Class A
|
November
9, 2005
|
|||
|
Less
than $200 million
|
0.25%
|
|||
|
$200 million
to $500 million
|
0.20%
|
|||
|
From
$500 million to $1 billion
|
0.15%
|
|||
|
Excess
of $1 billion
|
0.10%
|
|||
|
AGA
Total Return Real Fund - Class K
|
November
9, 2005
|
|||
|
Less
than $200 million
|
0.45%
|
|||
|
$200 million
to $500 million
|
0.40%
|
|||
|
From
$500 million to $1 billion
|
0.35%
|
|||
|
Excess
of $1 billion
|
0.30%
|
|||
