FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Exhibit
(h)(8)
AGREEMENT
made
this 1st day of August, 2005, between CornerCap® Group of Funds (the “Fund”) a
Massachusetts Business Trust, CornerCap Investment Counsel, Inc. a Georgia
corporation (the “CornerCap”), and ALPS Mutual Funds Services, Inc., (“ALPS”) a
Colorado corporation.
WHEREAS,
the Fund
is an open-end management investment company registered under the Investment
Company Act of 1940 (the “1940 Act”), as amended, presently consisting of three
portfolios, which are listed in Appendix
A
attached
hereto and made subject to this Agreement; the investment portfolios and any
additional investment portfolios that may be established by the Fund and made
subject to this Agreement are referred to herein individually as a “Portfolio”
and collectively as the “Portfolios”; and
WHEREAS,
CornerCap and the Fund have entered into an administrative services agreement
(the “Services Agreement”) pursuant to which CornerCap provides day-to-day
administrative and other services to the Fund;
WHEREAS,
ALPS
provides certain administrative, bookkeeping and pricing services to investment
companies; and
WHEREAS,
CornerCap and the Fund desire to appoint ALPS to perform certain administrative,
bookkeeping and pricing services for the Fund and its Portfolios, and ALPS
has
indicated its willingness to so act, subject to the terms and conditions of
this
Agreement.
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants hereinafter contained, the
parties hereto agree as follows:
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1.
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ALPS
Appointment and Duties.
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(a)
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CornerCap
and the Fund hereby appoint ALPS to provide to each Portfolio the
administrative, bookkeeping and pricing services as are set forth
in
Appendix
B,
as amended from time to time, upon the terms and conditions hereinafter
set forth. ALPS hereby accepts
such appointment and agrees to furnish such specified services.
ALPS shall for all purposes be deemed to be an independent contractor
and
shall, except as otherwise expressly authorized in this Agreement,
have no
authority to act for or represent the Fund in any way or otherwise
be
deemed an agent of the Fund.
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(b)
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ALPS
may employ or associate itself with a person or persons or organizations
as ALPS believes to be desirable in the performance of its duties
hereunder; provided that, in such event, the compensation of such
person
or persons or organizations shall be paid by and be the sole
responsibility of ALPS and the Fund shall bear no cost or obligation
with
respect thereto; and provided further that ALPS shall not be relieved
of
any of its obligations under this Agreement in such event and shall
be
responsible for all acts of any such person or persons or organizations
taken in furtherance of this Agreement to the same extent it would
be for
its own acts.
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| 2. |
ALPS
Compensation; Expenses.
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(a)
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In
consideration for the services to be performed hereunder by ALPS,
CornerCap or the Fund shall pay ALPS the fees listed in Appendix
C
hereto.
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(b)
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ALPS
will bear all expenses in connection with the performance of its
services
under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Fund personnel.
Other Fund expenses incurred shall be borne by CornerCap, the Fund
or the
Fund’s adviser, including, but not limited to, transfer agency and
custodial expenses; taxes; interest; Fund trustees’ fees; brokerage fees
and commissions; state and federal registration fees; advisory fees;
insurance premiums; fidelity bond premiums; Fund and advisory related
legal expenses; costs of maintenance of Fund existence; printing
and
delivery of materials in connection with meetings of the Fund trustees;
printing and mailing shareholder reports, prospectuses, statements
of
additional information, supplements, and proxy materials; securities
pricing data services; and expenses in connection with electronic
filings
with the U.S. Securities and Exchange Commission (the
“SEC”).
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| 3. |
Right
to Receive Advice.
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(a)
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Advice
of the Fund.
If ALPS is in doubt as to any action it should or should not take,
ALPS
shall request directions or advice from the
Fund.
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(b)
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Advice
of Counsel.
If ALPS is in doubt as to any question of law pertaining to any action
it
should or should not take, ALPS shall request advice from counsel
of its
own choosing and at its own
expense.
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(c)
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Conflicting
Advice.
In the event of a conflict between directions, advice or instructions
ALPS
receives from the Fund and the advice ALPS receives from counsel,
ALPS
shall inform the Fund and its counsel of the conflict and seek
resolution.
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(d)
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Nothing
in this subsection shall excuse ALPS when an action or omission on
the
part of ALPS constitutes willful misfeasance, bad faith, negligence
or
reckless disregard by ALPS of any duties, obligations or responsibilities
set forth in this Agreement.
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| 4. |
Liability
of ALPS.
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(a)
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ALPS
may rely upon the written advice of counsel for the Fund and the
Fund’s
independent accountants, and upon oral or written statements of the
Fund’s
investment adviser, brokers and other service providers to the Fund,
reasonably believed by ALPS in good faith to be an expert in the
matters
upon which they are consulted and, for any actions reasonably taken
in
good faith reliance upon such advice or statements and without negligence,
ALPS shall not be liable to anyone.
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(b)
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Nothing
herein contained shall be construed to protect ALPS against any liability
to the Fund or its shareholders to which ALPS would otherwise be
subject
by reason of willful misfeasance, bad faith, negligence, or reckless
disregard in the performance of its
duties.
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(c)
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Except
as may otherwise be provided by applicable law, neither ALPS nor
its
shareholders, officers, directors, employees or agents shall be subject
to, and the Fund shall indemnify and hold such persons harmless from
and
against, any liability for and any damages, expenses or losses incurred
by
reason of the inaccuracy of factual information furnished to ALPS
by the
Fund or its adviser.
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(d)
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ALPS
shall be obligated to exercise commercially reasonable care and diligence
in the performance of its duties hereunder, to act in good faith
and to
use its best efforts, within reasonable limits, in performing services
provided for under this Agreement. ALPS shall be liable for actual
damages
arising out of ALPS’ failure to perform its duties under this Agreement to
the extent such damages arise out of ALPS’ willful misfeasance, bad faith,
negligence or reckless disregard of such
duties.
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(e)
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ALPS
shall not be liable for any error of judgment or mistake of law or
for any
loss suffered by the Fund in connection with the matters to which
this
Agreement relates, except for a loss resulting from willful misfeasance,
bad faith, negligence on its part in the performance of its duties
or from
reckless disregard by it of its obligations and duties under this
Agreement.
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5.
Reports.
Whenever, in the course of performing its duties under this Agreement, ALPS
determines, on the basis of information supplied to ALPS by the Fund or its
authorized agents, that a violation of applicable law has occurred or that,
to
its knowledge, a possible violation of applicable law may have occurred or,
with
the passage of time, would occur, ALPS shall promptly notify the Fund and its
counsel.
6.
Activities
of ALPS.
The
services of ALPS under this Agreement are not to be deemed exclusive, and ALPS
shall be free to render similar services to others. The Fund recognizes that
from time to time directors, officers and employees of ALPS may serve as
directors, officers and employees of other corporations or businesses (including
other investment companies) and that such other corporations and funds may
include ALPS as part of their name and that ALPS or its affiliates may enter
into administrative, bookkeeping, pricing agreements or other agreements with
such other corporations and funds.
7.
Accounts
and Records.
The
accounts and records maintained by ALPS shall be the property of the Fund.
Such
accounts and records shall be prepared, maintained and preserved as required
by
the 1940 Act and other applicable securities laws, rules and regulations. Such
-3-
accounts
and records shall be surrendered to the Fund promptly upon receipt of
instructions from the Fund in the form in which such accounts and records have
been maintained or preserved. The Fund shall have access to such accounts and
records at all times during ALPS’ normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided
by
ALPS to the Fund at the Fund’s expense. ALPS shall assist the Fund, 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, and reports by ALPS or its
independent accountants concerning its accounting system and internal auditing
controls will be open to such entities for audit or inspection upon reasonable
request.
8.
Confidential
and Proprietary Information.
ALPS
agrees that it will, on behalf of itself and its officers and employees, treat
all transactions contemplated by this Agreement, and all records and information
relative to the Fund and its shareholders (past, present and future) and other
information germane thereto, as confidential and as proprietary information
of
the Fund and not to use, sell, transfer or divulge such information or records
to any person for any purpose other than performance of its duties hereunder,
except after prior notification to and approval in writing from the Fund, which
approval shall not be unreasonably withheld. It may not be withheld where ALPS
may be exposed to civil, regulatory or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund. ALPS shall have in place and
maintain physical, electronic and procedural safeguards reasonably designed
to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of records and information relating to the Fund
and its past, present and future shareholders, consumers and
customers.
9.
Compliance
with Rules and Regulations.
ALPS
shall comply -- and to the extent ALPS takes or is required to take action
on
behalf of the Fund or its Portfolios hereunder shall cause the Fund and its
Portfolios to comply -- with all applicable requirements of the 1940 Act and
other applicable laws, rules, regulations, orders and code of ethics, as well
as
all investment restrictions, policies and procedures adopted by the Fund or
any
of its Portfolios of which ALPS has knowledge. Except as specifically set forth
herein, ALPS assumes no responsibility for such compliance by the Fund or any
Portfolio.
10.
Representations
and Warranties of ALPS.
ALPS
represents and warrants to the Fund that:
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(a)
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It
is duly organized and existing as a corporation and in good standing
under
the laws of the State of Colorado.
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(b)
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It
is empowered under applicable laws and by its Declaration of Trust
and
By-laws to enter into and perform this
Agreement.
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(c)
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All
requisite corporate proceedings have been taken to authorize it to
enter
into and perform this Agreement.
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-4-
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(d)
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It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this
Agreement in accordance with industry
standards.
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Representations
and Warranties of the Fund.
The Fund
represents and warrants to
ALPS
that:
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(a)
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It
is a business trust duly organized and existing and in good standing
under
the laws of the state of Massachusetts and is registered with the
SEC as
an open-end investment company.
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(b)
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It
is empowered under applicable laws and by its Declaration of Trust
of
Incorporation and By-laws to enter into and perform this
Agreement.
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(c)
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The
Board of Trustees has duly authorized it to enter into and perform
this
Agreement.
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(d)
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It
has provided ALPS with copies of its Prospectus(es) and Statement(s)
of
Additional Information and will provide ALPS with any amendments
or
supplements thereto.
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11.
Liaison
with Accountants.
ALPS
shall act as liaison with the Fund’s independent public accountants and shall
provide account analysis, fiscal year summaries, and other audit-related
schedules with respect to the services provided to each Portfolio. ALPS shall
take all reasonable action in the performance of its duties under this Agreement
to assure that the necessary information in ALPS’ control is made available to
such accountants for the expression of their opinion, as required by the
Fund.
12.
Business
Interruption Plan.
ALPS
shall maintain in effect a business interruption plan, and enter into any
agreements necessary with appropriate parties making reasonable provisions
for
emergency use of electronic data processing equipment customary in the industry.
In the event of equipment failures, ALPS shall, at no additional expense to
the
Fund, take commercially reasonable steps to minimize service interruptions.
ALPS
shall have no liability with respect to the loss of data or service
interruptions caused by equipment failure provided such loss or interruption
is
not caused by ALPS’ own willful misfeasance, bad faith, negligence or reckless
disregard of its duties or obligations under this Agreement.
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13.
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Duration
and Termination of this Agreement.
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(a)
Initial
Term.
This
Agreement shall become effective as of the date first written above (the “Start
Date”) and shall continue thereafter throughout the period which ends 3 years
after the Start Date (the “Initial Term”). Until the end of the Initial Term,
this Agreement may be terminated without penalty only by agreement of the
parties upon not less than 60 days’ written notice or for cause pursuant to
Section 13(c) hereof. If the Fund terminates this Agreement unilaterally without
cause prior to the end of the Initial Term,
-5-
it
will
be in default hereunder, causing substantial damages to ALPS. Because of the
difficulty of estimating the damages that will result, the Fund agrees to pay
to
ALPS, as liquidated damages for such default, an amount equal to twenty-five
percent (25%) of the annual fee in effect at the time of termination (the
“Default Payment”):
The
parties agree that the Default Payment is a reasonable forecast of probable
actual loss to ALPS and that this sum is agreed to as liquidated damages and
not
as a penalty.
(b)
Renewal
Term.
If not
sooner terminated, this Agreement shall renew at the end of the Initial Term
and
shall thereafter continue for successive annual periods until terminated by
the
Fund or by ALPS, without penalty, upon not less than 90 days’ written notice to
the other party.
(c)
Cause.
Notwithstanding
anything to the contrary elsewhere in this Agreement, the
Fund
may terminate this Agreement for cause immediately at any time, without penalty,
without default and without the payment of any Default Payment or other
liquidated damages. Termination for "cause" hereunder shall mean:
(i)
willful
misfeasance, bad faith, negligence or reckless disregard on the part of ALPS
in
the performance of or with respect to its obligations and duties hereunder;
(ii)
regulatory,
administrative, or judicial proceedings against ALPS which result in a
determination that, in rendering its services hereunder, ALPS has violated
- or
has caused the Fund or any of its Portfolios to violate - any applicable law,
rule, regulation, order or code of ethics, or any investment restriction, policy
or procedure adopted by the Fund or any of its Portfolios of which ALPS had
knowledge; or
(iii)
financial
difficulties on the part of ALPS which are evidenced by the
authorization
or commencement of, or involvement by way of pleading, answer, consent, or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time in effect, or any applicable law other than
said Title 11, of any jurisdiction relating to the liquidation or
reorganiza-tion of debtors or to the modification or alteration of the rights
of
creditors.
(d)
Deliveries
Upon Termination.
Upon
termination of this Agreement, ALPS shall deliver to the Fund or as otherwise
directed by the Fund (at the expense of the Fund, unless such termination is
for
“cause”) all records and other documents made or accumulated in the performance
of its duties for the Fund hereunder.
14.
Assignment.
This
Agreement shall extend to and shall be binding upon the parties hereto and
their
respective successors and permitted assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the prior written consent
of ALPS, or by ALPS without the prior written consent of the Fund.
-6-
15.
Governing
Law.
The
provisions of this Agreement shall be construed and interpreted in accordance
with the laws of the State of Colorado, and the 1940 Act and the rules
thereunder. To the extent that the laws of the State of Colorado conflict with
the 1940 Act or such rules, the latter shall control.
16.
Names;
Series Fund.
The
obligations of the “Fund” entered into in the name or on behalf thereof by any
director, representative or agent thereof are made not individually, but in
such
capacities, and are not binding upon any of the trustees, shareholders,
representatives or agents of the Fund personally, but bind only the property
of
the Fund, and all persons dealing with the Fund must look solely to the property
of the Fund for the enforcement of any claims against the Fund. ALPS further
acknowledges and agrees that the liabilities, obligations and expenses incurred
hereunder with respect to a particular Portfolio shall be enforceable against
the assets and property of such Portfolio only, and not against the assets
or
property of any other Portfolio of the Fund.
17.
Amendments
to this Agreement.
This
Agreement may only be amended by the parties in writing.
18.
Notices.
All
notices and other communications hereunder shall be in writing, shall be deemed
to have been given when received or when sent by telex or facsimile, and shall
be given to the following addresses (or such other addresses as to which notice
is given):
To
ALPS:
ALPS
Mutual Funds Services, Inc.
0000
Xxxxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attn:
General Counsel
Fax:
(000) 000-0000
To
the
Fund:
The
Peachtree
0000
Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Fax:
To
CornerCap:
The
Peachtree
0000
Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Fax:
-7-
19.
Counterparts.
This
Agreement may be executed by the parties hereto on any number of counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
20.
Entire
Agreement.
This
Agreement embodies the entire agreement and understanding among the parties
and
supersedes all prior agreements and understandings relating to the subject
matter hereof; provided, however, that ALPS may embody in one or more separate
documents its agreement, if any, with respect to delegated duties and oral
instructions.
21.
Additional
Portfolios.
If the
Fund establishes one or more additional portfolios with respect to which
CornerCap and it wishes to retain ALPS to provide administrative, bookkeeping
and pricing services hereunder, it will notify ALPS in writing. If ALPS is
willing to render such services under this Agreement, it will so notify the
Fund
in writing, whereupon such series will become a “Portfolio” as defined hereunder
and will be subject to the provisions of this Agreement to the same extent
as
the Fund is named above, except to the extent that such provisions are modified
with respect to such new Portfolio in writing by the Fund and ALPS.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first above
written.
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ALPS MUTUAL FUNDS SERVICES,
INC.
By:_____________________________
Name: __________________________
Title: ___________________________
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CORNERCAP® GROUP OF FUNDS
By: _____________________________
Name:
Xxxxxx
X.
Xxxxx
Title:
President
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CORNERCAP
INVESTMENT COUNSEL, INC.
By:
__________________________
Name: Xxxxxx
X.
Xxxxx
Title: Chief
Executive Officer________
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APPENDIX
A
CornerCap®
Balanced Fund
CornerCap®
Small-Cap Value Fund
CornerCap®
Contrarian Fund
-9-
APPENDIX
B
SERVICES
Administrative
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–
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On
a monthly basis, assist the Fund in monitoring each Portfolio’s compliance
with:
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| (i) |
the
investment restrictions described in the Fund’s registration
statement
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| (ii) |
SEC
diversification requirements, as
applicable
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|
(iii)
|
its
status as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as
amended
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–
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Coordinate
the preparation and filing with the SEC on behalf of the
Fund:
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(i)
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Form
N-SAR
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(ii)
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Form
N-CSR
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| (iii) | Form 24f-2 |
ALPS
shall not be responsible for the accuracy or adequacy of any information
contained in the documents listed in subsections (i) through (iii) above, to
the
extent such information is provided to ALPS by the Fund, other service providers
to the Fund, or any other third party.
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–
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Provide
assistance to the Fund related to quarterly Board of Trustees meetings
by
preparing board reports regarding services provided by ALPS, as requested
by the Fund.
|
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–
|
Assist
the Fund with placement of fidelity bond and errors and omissions
insurance policies.
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–
|
Prepare
the Fund’s annual and semi-annual financial statements including schedules
of investments and the related statements of operations, assets and
liabilities and, changes in net assets, as well as the financial
highlights and footnotes to the financial
statements.
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–
|
Provide
facilities, information and personnel, as necessary, to accommodate
annual
audits with the Fund’s independent accountants, or examinations conducted
by the Securities and Exchange Commission or other regulatory
authorities.
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|
–
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Monitor
the Fund’s expense accruals by establishing expense budgets and comparing
expense accruals on a periodic basis to actual expenses paid.
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–
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Report
performance and other portfolio information to outside reporting
agencies
as directed by the Fund.
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–
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Calculate
monthly performance including total return and SEC yield
calculations.
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|
–
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Calculate
after tax returns semi-annually.
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–
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–
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Maintain
and coordinate the Fund’s blue sky
registration.
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Tax
Services
|
·
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Perform
monthly, quarterly or annual distribution calculations, as appropriate,
including distributions necessary to avoid excise
tax.
|
|
·
|
Prepare
provision for income tax and tax disclosure information (ROCSOP)
for the
audited financial statements.
|
|
·
|
Prepare
and file appropriate extensions and federal and state income tax
returns.
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·
|
Prepare
and file federal excise tax
returns.
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|
·
|
Limited
wash sale deferral and tax straddle deferral
activity.
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Bookkeeping
and Pricing
|
–
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Maintain
separate accounts for each Portfolio, all as directed from time to
time by
written instructions from the Fund.
|
|
–
|
Compute
net asset value for each Class of each Portfolio and, as appropriate,
compute yields, expense ratios, portfolio turnover rate and, if required,
portfolio average dollar-weighted
maturity.
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|
–
|
Obtain
security market quotes from independent pricing services, if available,
approved by the Fund, or if such quotes are unavailable, then obtain
such
prices pursuant to the Fund’s valuation policies and procedures, and in
either case calculate the market value of each Portfolio’s
investments.
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–
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Timely
calculate and transmit to NASDAQ each Portfolio’s (and each Class of each
Portfolio’s) daily net asset value and public offering price (such
determinations to be made in accordance with the provisions of the
Fund’s
then-current Prospectuses and Statements of Additional Information
relating to the Portfolios, and any applicable resolutions and policies
and procedures of the Board of Trustees of the Fund) and promptly
communicate such values and prices to the Fund and the Fund’s transfer
agent.
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|
–
|
Maintain
and keep current all books and records of the Portfolios as required
by
Section 31 of the 1940 Act, and the rules thereunder, in connection
with
ALPS’ duties hereunder. Without limiting the generality of the foregoing,
ALPS will prepare and maintain the following records upon receipt
of
information in proper form from the
Fund:
|
| (i) |
Cash
receipts journal
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| (ii) |
Cash
disbursements journal
|
| (iii) |
Dividend
records
|
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| (iv) |
Security
purchases, sales and loans - portfolio securities
journals
|
| (v) |
Subscription
and redemption journals
|
| (vi) |
Security
ledgers
|
| (vii) |
Broker
ledger
|
| (viii) |
General
ledger
|
| (ix) |
Daily
expense accruals
|
| (x) |
Daily
income accruals
|
| (xi) |
Foreign
currency journals
|
|
(xii)
|
Trial
balances
|
|
(xiii)
|
Historical
tax lots for each security
|
|
–
|
Reconcile
cash and investment balances with the
Custodian.
|
|
–
|
Provide
the Fund with daily Portfolio values, net asset values and other
statistical data for each Class of each Portfolio as requested from
time
to time.
|
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–
|
Compute
the net income and capital gains and losses of each Portfolio and
calculate income dividend rates in accordance with relevant prospectus
policies and resolutions of the Board of Trustees of the
Fund.
|
|
–
|
Assist
in the preparation of certain reports (including annual and semi-annual
reports, Prospectuses and Statement of Additional Information), audits
of
accounts, and other matters of like nature, as reasonably requested
from
time to time by the Fund.
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Legal
Services
|
§
|
Review
and update Prospectus and Statement of Additional
Information.
|
|
§
|
Provide
legal review of Semi-Annual report, Annual Report & Form
NSAR.
|
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§
|
Coordinate
Edgarization and filings of
documents.
|
|
§
|
Prepare
materials for quarterly Board of Trustee
meetings.
|
|
§
|
Review
legal contracts.
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§ Oversee
Trust’s Code of Ethics reporting.
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APPENDIX
C
FEES
Administration,
Fund Accounting and Medallion Distribution Services:
|
Ø
|
Greater
of $165,000 minimum fee (waived to $140,000 in Year 1 of the contract,
$150,000 in Year 2 of the contract and $155,000 in Year 3 of the
contract)
or:
|
|
o
|
6.5
basis points of Portfolios’ annual net assets between $0 -
$500M
|
|
o
|
4.5
basis points of Portfolios’ annual net assets between $500 -
$1B
|
|
o
|
3.0
basis points of Portfolios’ annual net assets over
$1B
|
|
Ø
|
Pass-through
at cost of out-of-pocket expenses, including: third party security
pricing
fees, Blue Sky state registration fees, SAS 70 report, NASD
advertising/filing fees, registered representative licensing fees,
travel
expenses related to supervisory office visits and other expenses
which may
occur at the direction of the
Portfolio.
|
Tax
Services:
|
Ø
|
$3,750
annual base fee per Portfolio
|
|
Ø
|
The
proposed fee does not reflect the cost for an independent auditor
to
review the income tax provision and tax basis financial statement
disclosures, review and sign the federal and state income tax returns,
review the distribution calculations or review and sign the excise
tax
returns.
|
Legal
Services:
|
Ø
|
$10,000
annual base fee per Portfolio
|
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