ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT
is made as of this 7th day
of February, 2008 (the “Agreement”) by and between Z-Seven Fund, 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 a
non-diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), consisting of one
series portfolio (the “Fund”), which consists of one class of shares of common
stock;
WHEREAS, the Company desires to appoint
CSS as its Administrative Services Agent on behalf of the Fund to perform
certain administrative services for the Fund and to provide certain other
ministerial services to implement the investment decisions of the Fund and the
investment adviser of the 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 Fund, and CSS hereby accepts such appointment, to furnish the Fund 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 the 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 the 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 the 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, 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 the Fund certain reasonable expenses incurred
by CSS on behalf of the 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 the Fund; postage; long distance
telephone; special forms required by the Fund; any economy class travel which
may be required in the performance of its duties to the Fund; and any other
extraordinary expenses it may incur in connection with its services to the
Fund.
All fees and reimbursements are payable
in arrears on a monthly basis and the Company, on behalf of the 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 the Fund’s prospectus, statement of additional information,
financial statements, proxy statements, shareholder reports, the Fund’s net
asset value per share, declaration, record and payment dates, amounts of any
dividends or income, special actions relating to the 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 the 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 Fund’s obligations
hereunder with respect to the Shares are binding only on the assets and property
belonging to the Fund. The obligations of the parties hereunder shall
not be binding upon any of the Directors, shareholders, nominees, officers,
agents or employees of the Fund personally, but shall bind only the property of
the Fund. 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 Fund’s
property.
Notwithstanding any other provision of
this Agreement, the parties agree that the assets and liabilities of the Fund
are separate and distinct from the assets and liabilities of any future series
of the Company and that no series shall be liable or shall be charged for any
debt, obligation or liability of any other series, whether arising under this
Agreement or otherwise.
Section 10. Indemnification by the
Fund. The 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 the Fund; or (ii) any action taken or omission to
act committed by CSS in the performance of its obligations hereunder with
respect to the 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 the 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 the Fund and hold it harmless from
and against any and all losses, damages and expenses, including reasonable
attorneys’ fees and expenses, incurred by the Fund which result from: (i) CSS’s
failure to comply with the terms of this Agreement with respect to the Fund; or
(ii) CSS’s lack of good faith in performing its obligations hereunder with
respect to the Fund; or (iii) CSS’s gross negligence or misconduct or that of
its employees, agents or contractors in connection herewith with
respect to the 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 the Fund’s prospectus and
Statement of Additional Information.
Section 14. Termination. This
Agreement shall remain in effect with respect to the 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.
1-WA/2596045.12
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.
Z-SEVEN FUND, INC.
By: /s/ Xxxxx
Xxxxxx
Xxxxx Xxxxxx
President
COMMONWEALTH SHAREHOLDER SERVICES,
INC.
By: /s/
Xxxx Xxxxx, III
Xxxx Xxxxx, III
Chief Executive Officer
1-WA/2596045.12
Amended
and Restated
Schedule
A
to
the
Administration
Agreement
between
Z-Seven
Fund, Inc. (the “Company”)
and
Commonwealth
Shareholder Services, Inc. (“CSS”)
Dated
as of February 7, 2008
Compensation to be Paid to
CSS:
Z-Seven Fund,
Inc.
|
A.
|
For
the performance of Blue Sky matters, CSS shall be paid at the rate of $75
per hour of actual time used.
|
|
B.
|
For
shareholder servicing, CSS shall be paid at the rate of $50 per hour of
actual time used.
|
|
C.
|
For
compliance services related to the administration, transfer agency and
underwriting services provided to the funds, CSS shall be paid monthly at
the annual rate of $12,000 per fund on funds with assets ranging from
$0.00 million to $50 million; $18,000 per fund on funds with assets
greater than $50 million but less than $250 million; and $24,000 on funds
with assets greater than $250 million. CSS reserves the right
to waive this fee.
|
|
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 the
Fund:
|
|
Name of Fund
|
Administrative Services
Fee
|
|
Z-Seven
Fund, Inc.
|
0.10%
With a minimum fee of $30,000 per year. 0.07% on
assets in excess of $100 million
|
Schedule
B
to
the
Administration
Agreement
between
Z-Seven
Fund, Inc. (the “Company”)
and
Commonwealth
Shareholder Services, Inc. (“CSS”)
Dated
as of February 7, 2008
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 the Fund’s operations with
respect to the 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.
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|
2.
|
Oversee
the performance of administrative and professional services rendered to
the 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 the Fund,
including:
|
|
(a)
|
The
preparation and maintenance by the 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 the Fund required to be
prepared or maintained by the Company or its agents pursuant to applicable
law.
|
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(b)
|
The
reconciliation of account information and balances among the Fund’s
custodian, transfer agent, dividend disbursing agent and fund
accountant.
|
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(c)
|
The
transmission of purchase and redemption orders for shares of the
Fund.
|
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(d)
|
The
performance of fund accounting, including the accounting services agent’s
calculation of the net asset value (“NAV”) of the Fund’s
shares.
|
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3.
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For
new series or classes, obtain CUSIP numbers, as necessary, and estimate
organizational costs and expenses and monitor against actual
disbursements.
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|
4.
|
Assist
the 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.
|
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5.
|
Prepare
and assist with reports for the Board as may be mutually agreed upon by
the parties.
|
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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.
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8.
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Maintain
general Board calendars and regulatory filings
calendars.
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9.
|
As
mutually agreed to by the parties, prepare updates to and maintain copies
of the Company’s charter and
by-laws.
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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.
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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 the Fund and its
affairs.
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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 the 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.
|
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14.
|
Provide
assistance to the 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.
|
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15.
|
Assist
the Fund’s independent public accountants with the preparation of the
Fund’s federal, state and local tax returns to be review by the Fund’s
independent public accountants.
|
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16.
|
Prepare
and maintain the Fund’s operating expense budget to determine proper
expense accruals to be charged to the Fund in order to calculate its daily
NAV.
|
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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 the Fund’s Registration Statement on Form
N-1A.
|
|
(b)
|
Periodic
reports to the 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.
|
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18.
|
Coordinate
the Fund’s annual or SEC audit by:
|
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(a)
|
Assisting
the Fund’s independent auditors, or, upon approval of the Fund, any
regulatory body in any requested review of the Fund’s accounts and
records.
|
|
(b)
|
Providing
appropriate financial schedules (as requested by the Fund’s independent
public accountants or SEC examiners);
and
|
|
(c)
|
Providing
office facilities as may be
required.
|
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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 the 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 the Fund shall be paid by the
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
the 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.
|
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24.
|
Authorize
the payment of Fund expenses and pay, from Fund assets, all bills of the
Fund.
|
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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.
|
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26.
|
Assist
the 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.
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27.
|
Provide
assistance to the 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.
|
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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.
|
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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.
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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.
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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.
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32.
|
CSS
shall provide such other services and assistance relating to the affairs
of the Fund as the Company may, from time to time, reasonably request
pursuant to mutually acceptable compensation
agreements.
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B-
1-WA/2596045.12
