CONSULTING AGREEMENT
This
Consulting Agreement (the “Agreement”) is effective 8/16, 2010 between
NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company
located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 (“NLCS”), and the
LIFETIME ACHIEVEMENT FUND, INC., a registered investment company organized as a
corporation under the laws of the state of Maryland, located at 00000 Xxxx Xxxxx
Xxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (the “Company”), on behalf of each
portfolio series listed on the attached Appendix
A (each a “Fund” and collectively “Funds”).
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I.
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SCOPE
OF SERVICES
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NLCS will
provide compliance services to the Company as set forth herein and assist the
Company in complying with the Federal Securities Laws (defined by Rule 38a-l)
and meeting its responsibilities as outlined by Rule 38a-l under the Investment
Company Act of 1940, as amended (the “1940 Act”).
Phase
I - Risk Management and Policies and Procedures Review
As part
of the risk management and policies and procedures review, NLCS will perform the
services listed below.
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a.
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Evaluation
of Internal Control Structure
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1.
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Conduct
interviews with certain employees throughout the business lines of the
Company that are responsible for the day-to-day operations of the Company
in relation to compliance with the Federal Securities Laws by the Company
and each investment adviser, principal underwriter, administrator, and
transfer agent of the Company (collectively the “Service
Providers”).
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2.
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Assess
from the interviews the operational risks and compliance with stated
policies and procedures of the Company and its Service
Providers.
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3.
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Review
internal audit and other reports maintained by the Company and, to the
extent practicable, its Service Providers, related to compliance with the
Federal Securities Laws.
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4.
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Review
any written policies and procedures provided pursuant to Item b below to
assess the appropriateness of such documents with respect to compliance
with the Federal Securities Laws by the Company and its Service
Providers.
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b.
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Policies
and Procedures
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Conduct a
detailed review and assessment of the Company’s policies and procedures
pertaining to compliance with the Federal Securities Laws. This review will
cover among other things, policies and procedures relating to:
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1.
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Pricing
of portfolio securities and Fund shares, with a focus on the following
items within the pricing policies and
procedures:
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a)
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Monitoring
for circumstances that may necessitate the use of fair value
prices;
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b)
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Establishing
criteria for determining when market quotations are no longer reliable for
a particular portfolio security;
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c)
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Providing
a methodology or methodologies by which the Funds determine the current
fair value of the portfolio securities;
and
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d)
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Reviewing
the appropriateness and accuracy of the methodology used in valuing
securities, including making any necessary
adjustments.
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2.
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Processing
of Fund shares, with a focus on the following
items:
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a)
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Segregation
of investor orders received before the Funds price their shares from those
that were received after the Funds price their shares;
and
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b)
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Methodology
used by the Funds to protect themselves and their shareholders against
late trading.
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3.
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Identification
of affiliated persons to ensure that any transactions with affiliated
persons are executed in compliance with the 1940
Act.
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4.
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Protection
of nonpublic information,
including:
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a)
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Prohibitions
against trading portfolio securities on the basis of information acquired
by analysts or portfolio managers employed by the Company or its Service
Providers;
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b)
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Disclosure
to third parties of material information about the Funds’ portfolios,
trading strategies, or pending transactions;
and
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c)
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Purchase
or sale of Fund shares by the Company or its Service Providers’ personnel
based on material, nonpublic information about the Funds’
portfolios.
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2
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5.
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Compliance
with fund governance requirements, including the procedures to guard
against:
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a)
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Improperly
constituted Board;
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b)
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Failure
of the Board to properly consider matters entrusted to it;
and
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c)
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Failure
of the Board to request and consider information required by the 1940 Act
from the Company and its Service
Providers.
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6.
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The
excessive short-term trading of mutual fund shares that may be harmful to
the Funds, including a focus on the following
areas:
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a)
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Consistency
of policies and procedures with the Funds’ disclosed policies regarding
market timing;
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b)
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Monitoring
of shareholder trades or flows of money in and out of the Funds in order
to detect market timing activity;
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c)
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Enforcement
of the Funds’ policies regarding market
timing;
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d)
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Prevention
of short-term trading waivers that would harm the Funds or their
shareholders or subordinate the interests of the Funds or their
shareholders to those of the Company or any other affiliated person or
associated person of the Company;
and
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e)
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Reporting
to the Funds’ Board regarding all waivers granted, so that the Board can
determine whether the waivers were
proper.
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7.
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Document
retention and business continuity.
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In
addition, NLCS shall conduct a review of the policies and procedures of the
Company’s Service Providers, as they relate to the Company’s compliance with the
Federal Securities Laws.
Investment Adviser
Review
The
review of the policies and procedures of each Fund’s investment adviser shall
cover, among other things, to the extent applicable to the Company:
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a)
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Portfolio
management processes, including allocation of investment opportunities
among clients and consistency of portfolios with clients’ investment
objectives, disclosures by the Company, and applicable regulatory
restrictions;
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b)
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Trading
practices, including procedures by which the Company satisfies its best
execution obligation, uses client brokerage to obtain research and other
services (“soft dollar arrangements”), and allocates aggregated trades
among clients;
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c)
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Proprietary
trading of the Company and personal trading activities of supervised
persons;
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d)
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The
accuracy of disclosures made to investors, clients, and regulators,
including account statements and
advertisements;
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e)
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Safeguarding
of client assets from conversion or inappropriate use by advisory
personnel;
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f)
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The
accurate creation of required records and their maintenance in a manner
that secures them from unauthorized alteration or use and protects them
from untimely destruction;
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g)
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Marketing
of advisory services, including the use of
solicitors;
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h)
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Processes
to value client holdings and assess fees based on those
valuations;
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i)
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Safeguards
for the privacy protection of client records and information;
and
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j)
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Business
continuity plans.
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It is
understood that the Chief Compliance Officer of each Fund’s investment adviser
is primarily responsible for compliance by such organization with Rule 206(4)-7
under The Investment Advisers Act of 1940, as amended, and for overseeing, with
respect to the portfolios they advise, each of the foregoing items.
Underwriter
Review
The
review of the policies and procedures of each Fund’s underwriter shall cover,
among other things, to the extent applicable to the Company:
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a)
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The
accuracy of disclosures made to investors, clients, and regulators,
including account statements and
advertisements;
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b)
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The
accurate creation of required records and their maintenance in a manner
that secures them from unauthorized alteration or use and protects them
from untimely destruction;
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c)
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Proprietary
trading of the Company and personal trading activities of supervised
persons;
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d)
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The
Fund’s selling agreement process;
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e)
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Payments
of 12b-l fees to selling brokers;
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f)
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Anti-money
laundering policies and procedures;
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g)
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Advertising
review process, submission of materials to FINRA and the maintenance of
advertising review records; and
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h)
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Business
continuity plans.
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Fund Administrator, Fund
Accounting and Fund Transfer Agent Review
The
review of the policies and procedures of each Fund’s administrator, fund
accountant and transfer agent shall cover, among other things, to the extent
applicable to the Company:
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a)
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The
accuracy of disclosures made to investors, clients, and regulators,
including account statements and
advertisements;
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b)
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Maintenance
of Fund records including board materials and correspondence with
regulators;
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c)
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Proprietary
trading of the Company and personal trading activities of supervised
persons;
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d)
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Processes
to ensure timely filing of Fund
reports;
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e)
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Auditors
comments noted in SAS 70 reports;
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f)
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Anti-money
laundering policies and procedures;
and
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g)
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Business
continuity plans.
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As part
of its review, NLCS may rely on summaries, reviews or statements prepared by the
chief compliance officers of a Service Provider or a third party.
Each
Service Provider is responsible for proper developments and implementation of
its policies and procedures. Although NLCS performs a review of each Service
Provider’s policies, procedures and standard business practices, NLCS is not
responsible and cannot ensure that all necessary policies are adopted and
implemented by such Service Provider.
Phase
II - Amending and Drafting of Policies and Procedures
Based on
the analysis performed under Phase I of the engagement, NLCS will conduct any
additional research that is necessary in order to ensure that the current
practices of the Company are in compliance with the Federal Securities Laws and
relevant rules promulgated thereunder. Additionally, NLCS will recommend
amendments and draft policies and procedures for the areas identified in Phase
I, including amending the policies and procedures as they pertain
to:
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a.
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Consistency
with regulatory expectations of risk based policies and
procedures;
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b.
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Maintaining
compliance with SEC regulations, under Rule 38a-l under the 1940 Act;
and
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c.
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Consistency
within the structure, organization, and format of the policies and
procedures.
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Any
amendments to the policies and procedures drafted by NLCS will be based on
industry practices and regulatory pronouncements. Upon completion of Phase II,
the Company will have customized policies and procedures that are designed to
assist the Company in complying with Rule 38a-l under the 1940 Act. These
procedures will be compiled in a manual that also will describe the overall
implementation of the Company’s Compliance Program (the “Compliance Program
Manual”). This Compliance Program Manual will serve as the Company’s primary
policy and procedures manual.
Phase
III – Ongoing Monitoring and Board Reporting
Once the
Company’s Compliance Program Manual is complete, the Company’s Chief Compliance
Officer will present it to the Board of Directors of the Company (the “Board”)
for Approval.
Thereafter,
the Company’s Chief Compliance Officer will create any appropriate records and
monitor the Company’s Compliance Program for effectiveness, including ongoing
dialogue with key compliance personnel at the Company’s Service
Providers.
The
Company’s Chief Compliance Officer will conduct an annual review to assess
compliance with the Company’s Compliance Program and its overall effectiveness,
and will prepare a written report to the Company’s Board annually, within sixty
calendar days of the completion of the annual review, that addresses the
operation of the policies and procedures of the Fund and its Service Providers,
any material changes made to those policies and procedures since the date of the
last report, and any material changes to the policies and procedures recommended
as a result of the annual review, and each “Material Compliance Matter” as
defined in Rule 38a-l of the 1940 Act.
Principal
Financial Officer Services.
In
addition to providing the compliance services outlined in this Agreement, NLCS
will provide a qualified individual to serve as the Funds’ Principal Financial
Officer. Such services shall include:
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1.
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Review
and authorization of Fund filings as required under applicable rules
promulgated by the U.S. Securities and Exchange
Commission;
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2.
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Certification
of financial statements and other information contained in periodic
reports of the Funds as may be required, including a review
of:
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a)
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the
Fund’s disclosure controls and procedures and any significant or materials
changes thereto;
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b)
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proper
disclosure to the Funds’ Board and/or the audit committee regarding any
deficiencies in the Fund’s internal controls or fraud involving management
or employees connected with the operations of the
Funds;
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c)
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participation
in the Fund’s Disclosure Controls and Procedures (“DCP”) meetings;
and
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d)
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Quarterly
review of Fund expense authorizations, budgets and
accruals.
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II.
STAFFING AND TIMING
Under the
terms of this Agreement, NLCS will provide the services of Xxxx Xxxxxx, who
shall be appointed by the Board as the Chief Compliance Officer and Principal
Financial Officer for the Company and each Fund of the Company. In addition,
NLCS will provide support staff to Xx. Xxxxxx to assist him in all aspects of
his duties under this Agreement. Xx. Xxxxxx will lead the engagement and will
have overall supervisory responsibility for the ongoing obligations hereunder. A
brief biography for Xx. Xxxxxx is included in Appendix C to this
Agreement.
The
timeline for this engagement, although subject to change, will be as
follows:
ON-SITE
The
on-site portion will consist primarily of reviewing the policies and procedures
identified in Phase I above as well as interviews of the relevant personnel
throughout the different business lines of the Company.
Visits to
Service Providers of the Company will include:
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1)
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On-site
visit to each Fund’s administrator, fund accountant and transfer
agent.
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2)
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On-site
visit to each Fund’s principal
underwriter.
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3)
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On-site
visits to each Fund’s investment
adviser.
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4)
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Visits
to each of the foregoing Service Providers will include consultation with
the Chief Compliance Officer of the respective Service
Provider.
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OFF-SITE
The
off-site portion of this engagement will consist of NLCS devoting significant
time reviewing notes from its visits with the Service Providers, continuing
follow-up and communication with necessary Service Provider personnel, Company
officers, legal advisors, etc. and preparing any amendments and drafting new
policies and procedures as may be required under Phase II.
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III.
PAYMENT
In
consideration of the timely and satisfactory performance of the services
indicated above, NLCS shall be compensated as indicated in the attached Appendix B. The payment of all fees and the
reimbursement of all Out of Pocket Expenses shall be due and payable within
fifteen (15) days of receipt of an invoice from NLCS (the “Due Date”). Interest
may accrue, at the maximum amount permitted by law, on any invoice balance that
remains unpaid after its Due Date.
IV.
INDEPENDENT CONTRACTOR
NLCS
shall act as an independent contractor and not as an agent of the Company and
NLCS shall make no representation as an agent of the Company, except that the
Chief Compliance Officer and Principal Financial Officer shall act as an
appointed officer of the Company and shall be empowered with full responsibility
and authority to develop and enforce appropriate policies and procedures for the
Company.
NLCS does
not offer legal or accounting services and does not purport to replace the
services provided by legal counsel or that of a certified public accountant. If
contracts are provided, they will be forms only and the provision of such
contracts does not constitute and should not be deemed to be legal advice. The
representatives of NLCS are experts, and as such will make every reasonable
effort to provide the services described in this Agreement. However, there is no
guarantee that work performed by NLCS will be favorably received by any
regulatory agency.
Though
NLCS’s work may involve analysis of accounting and financial records, at no time
will work performed by NLCS be deemed to be an audit of the Company in
accordance with generally accepted auditing standards or otherwise, nor will any
work performed by NLCS consist of a review of the internal controls of the
Company in accordance with AICPA Statement on Auditing Standards No. 70, or any
other authoritative literature.
V.
PROPRIETARY INFORMATION
NLCS
recognizes that the Company may be subject to the provisions of the U.S.
Securities and Exchange Commission’s Regulation S-P, or other privacy rules
promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “GLBA”). In carrying out its
consulting duties, NLCS will acquire information of a confidential nature
relating to the Company’s business activities and its clients. NLCS hereby
agrees to maintain the confidentiality of the Company’s information in
accordance with GLBA and shall not use, publish, or otherwise disclose any
information pertaining to the Company, a Fund or its Service Providers unless
required by law or in response to regulatory inquiries.
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VI.
STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
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a.
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Indemnification of NLCS. The
Company shall on behalf of each Fund, indemnify and hold
NLCS harmless from and against any and all losses, damages, costs,
charges,
reasonable counsel fees, payments, expenses and liability arising out of
or attributable
to: (i) the Company’s refusal
or failure to comply with the terms of this Agreement,
(ii) the Company’s lack of
good faith, gross negligence or willful misconduct
with respect to the Company’s
performance under or in connection with this
Agreement, or (iii) all actions taken by NLCS hereunder in good
faith without
gross negligence, willful misconduct or reckless disregard of its
duties. NLCS
shall not be liable for, and shall be entitled to rely upon, and may act
upon information,
records and reports generated by the Company, advice of the Company,
or of counsel for the Company and upon statements of the
Company’s
independent
accountants, and shall be without liability for any action
reasonably taken or
omitted pursuant to such records and reports or advice, provided
that such
action is not, to the knowledge of NLCS, in violation of applicable
federal or state
laws or regulations, and provided further that such action is taken
without gross
negligence, bad faith, willful misconduct or reckless disregard of its
duties. The
Company shall hold NLCS harmless in regard to any liability incurred
by reason of
the inaccuracy of such information provided by the Company or its other
Service Providers or for any action reasonably taken or omitted in good
faith reliance on such
information.
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b.
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Indemnification of the Company. NLCS
shall indemnify and hold the Company and each Fund harmless from and
against any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising out of or attributable to
NLCS’s refusal or failure to comply with the terms of this Agreement, or
which arise out of NLCS’s lack of good faith, gross negligence or willful
misconduct with respect to NLCS’ performance under or in connection with
this Agreement.
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c.
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Reliance. Except to the extent that NLCS
may be liable pursuant to this Section VI, NLCS shall not be liable for
any action taken or failure to act in good faith in reliance
upon:
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i.
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advice
of the Company or of counsel to the
Company;
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ii.
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any
written instruction or certified copy of any resolution of the Board, and
NLCS may rely upon the genuineness of any such document, copy or facsimile
thereof reasonably believed in good faith by NLCS to have been validly
executed;
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iii.
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any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other document reasonably believed in good faith by NLCS to be genuine
and to have been signed or presented by the Company or other proper party
or parties; or
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iv.
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reasonable
actions taken by NLCS based on information provided by other Service
Providers to the Company.
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NLCS
shall not be under any duty or obligation to inquire into the validity or
invalidity or authority or lack of authority 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 NLCS reasonably believes in good faith to be
genuine.
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d.
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Errors of Others. NLCS shall not be
liable for the errors of other Service Providers to the Company, and
errors in information provided by an investment adviser or custodian to
the Company.
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e.
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Limitation of Shareholder and Board
Liability. The Board of the Company and the shareholders of Funds
shall not be liable for any obligations of the Company or of the Funds
under this Agreement, and NLCS agrees that, in asserting any rights or
claims under this Agreement, it shall look only to the assets and property
of the Funds to which NLCS’s rights or claims relate in settlement of such
rights or claims, and not to the Board of the Company or the shareholders
of the Funds. It is expressly agreed that the obligations of the Company
hereunder shall not be binding upon any of the Board, shareholders,
nominees, officers, agents or employees of the Company personally, but
bind only the property of the Company, as provided in the Declaration of
Company. The execution and delivery of this Agreement has been authorized
by the Board of the Company and signed by the officers of the Company,
acting as such, and neither such authorization by such Board and
shareholders nor such execution and delivery by such officers shall 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 property of
the Company as provided in its Declaration of Company. A copy of the
Agreement and Articles of Incorporation of the Company is on file with the
Secretary of State of Maryland.
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f.
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In
the event that NLCS is requested, pursuant to subpoena or other legal
process, to provide testimony or produce its documents relating to its
engagement under this Agreement, in judicial or administrative proceedings
to which NLCS is not a party, NLCS shall promptly notify the Company and
shall be reimbursed by the Company at the then current standard billing
rates for NLCS’s professional time and expenses, including reasonable
attorneys fees incurred responding to such
request.
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Notwithstanding
the indemnification provisions above, to the extent that the Chief Compliance
Officer or Principal Financial Officer incurs any liability in connection with
the performance of his duties under this Agreement, he shall be covered under
the Directors and Officers Errors and Omissions insurance policy of the Company,
in accordance with the terms therein and the deductible shall be covered by the
Company.
VII.
CONDITIONS
PRECEDENT
The
following conditions must be met within a reasonable amount of time following
the execution of this Agreement:
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a.
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The
investment adviser for each Fund of the Company will officially appoint a
Chief Compliance Officer pursuant to Rule 206(4)-7 under the Investment
Advisers Act of 1940 (“Advisers Act”), to fulfill all required duties
thereunder.
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b.
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The
Company’s Chief Compliance Officer and Principal Financial Officer shall
be covered under the Company’s Directors and Officers Errors and Omissions
Insurance as an officer of the
Company.
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c.
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NLCS
shall obtain Errors and Omissions Insurance coverage with respect to its
employees.
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VIII.
WARRANTY
NLCS
warrants that it is under no obligation to any other entity that in any way is
in conflict with this Agreement and that it is free to enter into this
Agreement.
IX.
EFFECTIVE
DATE, TERM AND TERMINATION
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a.
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Effective Date and
Term. This Agreement shall become effective on the date first above
written and shall continue for a period of one (1) year (the “Initial
Term”). This Agreement shall automatically continue for successive one
year periods (a “Renewal Term”) subject to approval of the Board of the
Company, including approval by a majority of the Independent
Directors.
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b.
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Termination. This
Agreement may be terminated at the end of the Initial Term (or
Renewal Term) by either
party by providing at least
ninety (90) days
written notice prior to
the commencement of a Renewal Term. Unless terminated by providing
a party at
least ninety (90) days written notice prior to the commencement of
a Renewal
Term, this Agreement may not be terminated by either party absent a
material
breach. Upon written notice of a material breach, a party shall have
30 days to
remedy a material breach. Compensation due NLCS and unpaid by the
Company
upon such termination shall be due on the date of termination or after the
date that the provision of services ceases, whichever is later. In the
event of termination, NLCS agrees that it will cooperate in the smooth
transition of services and to minimize disruption to the Company and its
shareholders.
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c.
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Reimbursement of NLCS’s
Expenses. If this Agreement is terminated with respect to a Fund or
Funds, NLCS shall be entitled to collect from the Company the amount of
all of NLCS’s reasonable labor charges and cash disbursements for services
in connection with NLCS’s activities in effecting such termination,
including without limitation, the labor costs and expenses associated with
delivery of any compliance records of each such Fund from its computer
systems, and the delivery to the Company and/or its designees of related
records, instruments and documents, or any copies thereof. In the event of
termination, NLCS agrees that it will cooperate in the smooth transition
of services and to minimize disruption to the
Company.
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X.
EXCEPTIONS RESULTING FROM BOARD ACTION
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a.
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Termination. It the
Board dismisses the Company’s Chief Compliance Officer and Principal
Financial Officer (collectively, the “Officer”), this Agreement will
either end immediately or, at the discretion of both parties, NLCS may
present an alternative Officer for Board consideration and approval to
continue the duties set forth under this
Agreement.
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b.
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Prevention of
Termination. If NLCS wishes to dismiss the Officer under the terms
of NLCS’s arrangement with the Officer, NLCS will present its plan of
action to the Board prior to taking such action. Under such circumstances
NLCS may, at its own discretion, offer to present another Officer
candidate to the Board that would work through NLCS. If the Board approves
the new Officer, the contract would continue as amended to reflect the new
Officer. If, the Board chooses to engage its own Officer as a result of
NLCS dismissing the Officer under this Agreement, the contract with NLCS
would end, and the Company would pay NLCS only for fees and Out of Pocket
Expenses accrued up to the point in time when the Board’s newly appointed
Officer officially assumes
responsibility.
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c.
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Change in Compensation.
If the Board decides to increase the Officer’s compensation or provide a
bonus to the Officer, then the fees paid to NLCS by the Company will
increase proportionately for any amounts it deems due to the Officer above
the amounts due to NLCS under this Agreement. Any attempt by the Board to
reduce the salary of the Officer would be contrary to the terms of this
Agreement.
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d.
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Resignation by Officer.
If the Officer voluntarily resigns, at the discretion of both parties,
NLCS may present an alternative Officer for Board consideration and
approval to continue the duties under this Agreement. If the Board chooses
to end its relationship with NLCS as a result of such voluntary
resignation by the Officer, the contract with NLCS would end, and the
Company would pay NLCS only for fees and Out of Pocket Expenses accrued up
to the point in time when the Board’s new Officer officially assumes
responsibility. NLCS will make every effort to assist the Board in a
smooth transition during this
period.
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XI.
MISCELLANEOUS
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a.
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Amendments. No
provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both
parties hereto.
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b.
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Governing Law. This
Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of the State of New
York.
|
|
c.
|
Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
|
|
d.
|
Counterparts. The
parties may execute this Agreement on any number of counterparts, and all
of the counterparts taken together shall be deemed to constitute one and
the same instrument.
|
|
e.
|
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 by such
determination, 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.
|
|
f.
|
Force Majeure. Neither
party shall be liable to the other for failure to perform if the failure
results from a cause beyond its control, including, without limitation,
fire, electrical, mechanical, or equipment breakdowns, delays by third
party vendors and/or communications carriers, civil disturbances or
disorders, terrorist acts, strikes, acts of governmental authority or new
governmental restrictions, or acts of
God.
|
|
g.
|
Headings. Section and
paragraph headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this
Agreement.
|
|
h.
|
Notices.
All notices, requests, demands and other communications hereunder shall be
in writing and shall be delivered by hand or by overnight, registered or
certified mail, postage prepaid, to each party at the address set forth
below or at such new address
designated by such party by notice
given.
|
13
|
To
the Company:
|
To
NLCS:
|
|
Xxxxxx
X. Manarian
|
Xxxxxxx
X. Xxxxxx
|
|
President
|
President
|
|
Lifetime
Achievement Fund, Inc.
|
Northern
Lights Compliance Services, LLC
|
|
00000
Xxxx Xxxxx Xxxx, Xxxxx 000
|
000
Xxxxxxxx Xxxxxxxxx
|
|
Xxxxx,
XX 00000
|
Xxxxxxxxx,
XX 00000
|
|
(000)
000-0000
|
(000)
000-0000
|
|
Xxxxxxx.Xxxxxx@XXXxxxxxxxxx.xxx
|
|
|
With
a copy to:
|
|
|
XxXxx
Xxxxxxxx, Esq.
|
|
|
Xxxxxxxx
Xxxx LLP
|
|
|
000
Xxxxxx Xxxxxx, 00xx Xxxxx
|
|
|
Xxxxxxxxxx,
Xxxx 00000-0000
|
|
|
Tel.:
000-000-0000
|
|
|
Xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx
|
|
|
i.
|
Distinction of Funds.
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 Fund and that
no Fund shall be liable or shall be charged for any debt, obligation or
liability of any other Fund, whether arising under this Agreement or
otherwise.
|
|
j.
|
Representation of
Signatories. Each of the undersigned expressly warrants and
represents that they have full power and authority to sign this Agreement
on behalf of the party indicated and that their signature will bind the
party indicated to the terms
hereof.
|
Signature
Page Follows
14
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 persons, as
of the day and year first above written.
|
LIFETIME
ACHIEVEMENT FUND, INC.
|
NORTHERN
LIGHTS COMPLIANCE
|
||||
|
SERVICES,
LLC
|
|||||
 |
|||||
|
By:
|
Xxxxxx
X. Xxxxxxx
|
||||
|
President
|
By:
|
Xxxxxxx
X. Xxxxxx
|
|||
|
President
|
|||||
The
undersigned investment adviser hereby acknowledges and agrees to the terms of
this Consulting Agreement.
MANARIN
INVESTMENT COUNSEL, LTD.
00000
Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx,
Xxxxxxxx 00000
|
By:
|
|
|
|
Xxxxxx
X. Xxxxxxx
|
||
|
President
|
15
APPENDIX
A
List
of Funds
Lifetime
Achievement Fund, Inc.
00
XXXXXXXX
X –FEES
1) Development of
Procedures. A one-time fee of $0 per Fund will be billed for
developing/updating the Compliance Program Manual for the Company.
plus
2) Base Fee -Chief
Compliance Officer Services and Principal Financial Officer
Services.
Base Annual
Fee
$40,000
The
Annual Fee under this Agreement will be billed to each Fund set forth on Appendix A on a calendar quarterly basis, in
advance. The invoices shall be due and payable by the Fund within fifteen (15)
days of receipt of an invoice from NLCS. Each invoice shall provide by NLCS
shall include the amount due and a brief description of the services rendered.
An additional fee of $5,000 per year will be charged to each Fund involving
complex securities or other higher risk compliance issues, as determined by NLCS
in its sole discretion.
On the
annual anniversary date of each Fund being added to this Agreement, such Fund’s
fees enumerated above may be increased by the change in the Consumer Price Index
for the Northeast region (“CPI”) for the twelve-month period ending with the
month preceding such annual anniversary date. Any CPI increases not charged in
any given year may be included in prospective CPI fee increases in future
years.
plus
3) Out of Pocket
Expenses.
Reasonable
expenses incurred in connection with Company business, including, but not
limited to, travel and meals, visits to Company Service Providers, telephone
calls, photocopying, binding and shipping of compliance materials, will be
billed to the Company on a monthly basis. The Company agrees to reimburse NLCS
for all Out of Pocket Expenses incurred by NLCS in connection with the services
provided to the Company pursuant to this Agreement. Where the Company’s Chief
Compliance Officer makes a single visit to Service Providers for purposes not
only of the Company, but also for other NLCS clients that employ the same
Service Providers, the travel costs will be divided among the Company and such
clients equally. An invoice detailing these Out of Pocket Expenses, including
any Fund specific expenses, will be submitted to the Company at the end of each
month, and will be payable by the Company within fifteen (15) days of receipt of
an invoice from NLCS. Fund specific Out of Pocket Expenses, such as those
incurred from visits to investment advisers for specific Funds, will be
allocated by the Company to the respective Fund.
17
APPENDIX
C
Resume
of Xxxx Xxxxxx
N. Xxxx
Xxxxxx, CPA, CMA
|
QUALIFICATIONS
AND RELEVANT
EXPERIENCE
|
Over
twenty years of financial management experience. Eleven years financial
institute board of directors experience, including six years as vice
chairman.
|
NORTHERN
LIGHTS COMPLIANCE SERVICES, LLC
|
3
years
|
Compliance
Officer
Fund
oversight and compliance procedures including fund provider site
visits.
|
|
Ø
|
Assist
fund companies in fulfilling rule 38a-l
requirements
|
|
|
Ø
|
Assist
fund companies with regulatory
examinations.
|
|
|
Ø
|
Review
and prepare compliance manuals for single and multiple fund
families
|
|
|
Ø
|
Attend
Board meetings and present materials and provide compliance advise to the
Board
|
MUTUAL
OF OMAHA COMPANIES
|
Vice
President, Investment Support Services
|
4
years
|
Responsible
for managing all back-office operations of the investment management strategic
business unit, managing approximately $14 billion of invested assets and net
investment income of $825 million.
|
|
Ø
|
Management
and oversight of all accounting and reporting, regulatory compliance and
computer systems.
|
|
|
Ø
|
Performed
process reviews identifying and implementing process and automation
improvements.
|
|
Ø
|
Pilot area
management for installation of Xxxxxxxx-Xxxxx effort within the company,
involving detail process review, flowcharting, identifying and testing
process internal
controls.
|
|
|
Ø
|
Chaired
Committee establishing a new fair value methodology for below investment
grade bond portfolio.
|
|
First
Vice President, Product Accounting and Reporting
|
5
years
|
Responsible
for SEC registered variable insurance products daily unit value pricing,
accounting and financial reporting ($1 billion managed assets) and new
individual products and administrative systems changes accounting
coordination.
|
|
Ø
|
Automated
the information transfer for the variable products valuation and trading
processes.
|
|
|
Ø
|
Established
variable products valuation and trading contingency plan to ensure daily
operation for emergency/ disaster
situations.
|
|
|
Ø
|
Designed
variable products audit report that external auditors use for other
clients and improved audit coordination to eliminate rush printing
expenses incurred for the annual
prospectus.
|
|
TOUCHE
XXXX & CO. (Now doing business as DELOITTE &
TOUCHE)
|
4
years
|
Senior
Auditor
In-charge
field auditor for audits and reviews of financial statements for various clients
in a variety of industries.
|
|
Ø
|
Reviewed
and evaluated internal controls and accounting
systems.
|
|
|
Ø
|
Prepared
and reviewed various SEC reports and
filings.
|
|
|
Ø
|
Provided
consulting services to small and medium
businesses.
|
18
|
EDUCATION
|
UNIVERSITY
OF NEBRASKA AT XXXXXXX
Degree:
Bachelor of Science
Majors:
Business Administration, Accounting and Economics
Accomplishments:
Cum Laude, Xxxx’x List, Board of Trustees’ Scholarship
|
CERTIFICATIONS
AND LICENSES
|
Certified
Public Accountant (“Big Four” Experience)
|
|
Ø
|
Certified
Management Accountant
|
|
|
Ø
|
NASD
Series 6 and 63 Licenses (1998 -
2006)
|
|
PROFESSIONAL
MEMBERSHIPS
|
|
National
Society of Compliance Professionals
|
Institute
of Management Accountants
|
|
US
Bancorp CCO Network
|
Nebraska
Society of CPAs
|
|
American
Institute of CPAs
|
19
