CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
This CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT is made and entered into as of this 14th day of June, 2019 by and between Northquest Capital Fund, Inc., a New Jersey corporation (the “Fund”) and Empirical Administration, LLC, a Ohio limited liability company (“Empirical”):
WHEREAS, the Fund is an open-end management investment company which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Fund is authorized to create separate series, each with its own separate investment portfolio (each a “Fund”); and
WHEREAS, the Fund desires to retain Empirical to perform certain Chief Compliance Officer (“CCO”) services, as more fully described on Exhibit A (the “Services”), to the Fund’s Funds on the terms contained herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and further good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.
Engagement. The Fund hereby engages Empirical to provide the Services to the Fund on the terms and conditions set forth in this Agreement, and Empirical hereby accepts such engagement and agrees to perform the Services in consideration of the compensation provided for herein.
2.
Services. Subject to the direction and control of the Board of Fundees of the Fund (the “Board”), Empirical will perform the Services for each Fund of the Fund listed on Exhibit B (as the same may be amended from time to time by the Board, in its sole discretion).
3.
Expenses and Personnel. Empirical agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required in the judgment of the Board and officers of the Fund to perform the Services on the terms and for the compensation provided for herein.
4.
Compensation. The Fund, on behalf of each Fund, will pay Empirical fees for providing the Services (the “Fees”) as described on Exhibit B. The Fees may be modified from time to time by mutual written agreement among the parties. Each Fund shall be responsible for its respective portion of the Fees, as determined by the Fund. The Fund and each respective Fund will pay its portion of the Fees to Empirical on a monthly basis within ten days of each calendar month end.
5.
Term. This Agreement shall continue until the services are performed.
6.
Books and Records. Empirical will maintain and preserve on behalf of the Fund books and records related to Empirical’s provision of the Services as and to the extent required by the 1940 Act. Empirical acknowledges that the records maintained and preserved by Empirical pursuant to this Agreement are the property of the Fund and will be, at the Fund’s expense, surrendered promptly upon reasonable request. In maintaining books and records under this paragraph, Empirical may use micrographic and electronic storage media as well as independent third party storage facilities, to the extent permitted under the 1940 Act.
7.
Authority to Execute and Perform Agreements. Empirical and the Fund each represent that it has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder.
8.
Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.
9.
Applicable Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Ohio.
10.
Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
11.
Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Fund and Empirical and their respective successors and assigns, provided that no party hereto may assign this Agreement or any of its rights or obligations hereunder without the written consent of the other party. Each party agrees that only the parties to this Agreement and/or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Fund or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.
12.
Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy, e-mail or fax of the Agreement shall be acceptable evidence of the existence of the Agreement and the Fund shall be protected in relying on the photocopy, e-mail or fax until the Fund has received the original of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed as of the day and year first above written.
NORTHQUEST CAPITAL FUND, INC.
EMPIRICAL ADMINISTRATION, LLC
By: /s/ Xxxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
President
Title:
President
Exhibit A
Series of the Fund
The following Fund is covered under this Agreement:
1.
Northquest Capital Fund, Inc.
Exhibit A
Services and Fees
1.
SERVICES
In accordance with procedures established by the Fund, Empirical shall provide the following Services to the Fund:
(a)
Provide CCO compliance services consistent with the requirements of Rule 38a-1, including, but not limited to:
·
Provide general regulatory and compliance consulting, advice, and recommendations to the Fund;
·
Provide a review of the Fund, Investment Adviser, Fund Accountant, Transfer Agent, and Administrator’s compliance programs to ensure ongoing implementation and effectiveness;
·
Confirm a compliance plan for oversight of the service providers.
·
Conduct on-site reviews (including risk assessment and testing) of Fund and transfer agent and fund accountant, and make necessary recommendations;
·
Provide a compliance report to the Fund;
·
Report violations and material weaknesses to the Audit Committee and Fund, and provide recommended remedial actions;
·
Provide required Rule 38a-1 annual written report to the Director’s;
·
Conduct required Rule 38a-1 annual meeting with the Independent Director’s, and be available as needed for in-person meetings;
·
Provide compliance support to the Fund with respect to regulatory exams, inquiries, issues, and inspections; and
·
Cooperate with the Fund in responding to any regulatory authority.
(b)
The Fund shall be responsible for any out of pocket expenses occurred in relation to in-person meetings.
2.
FEES AND EXPENSES
In consideration of the services to be performed by Empirical Administration, LLC, pursuant to this Agreement, the Fund agrees to pay Empirical Administration, LLC, or its personnel the fees set forth below:
$300for the annual 38a-1 written annual report. Also, Empirical will be reimbursed for any out of pocket expenses for on-site travel and review.
