ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS
AGREEMENT
is made
as of this 21st day of June, 2007, by and between Adelante Funds, a Delaware
statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin
corporation (the “Administrator”).
WHEREAS,
the
Trust is an open-end investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”) and is authorized to issue shares of
beneficial interests (the “Shares”) in separate series with each such series
representing interests in a separate portfolio of securities and other assets;
and
WHEREAS,
the
Trust and the Administrator desire to enter into an agreement pursuant to which
the Administrator shall provide administration and fund accounting services
to
such investment portfolios of the Trust as are listed on Schedule A hereto
and
any additional investment portfolios the Trust and Administrator may agree
upon
and include on Schedule A as such Schedule may be amended from time to time
(such investment portfolios and any additional investment portfolios are
individually referred to as a “Fund” and collectively the “Funds”).
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
1. Appointment
The
Trust
hereby appoints the Administrator as administrator and fund accountant of the
Funds for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Services
as Administrator
(a) Subject
to the direction and control of the Trust's Board of Trustees and utilizing
information provided by the Trust and its agents, the Administrator will provide
the services listed on Schedule B hereto. The duties of the Administrator shall
be confined to those expressly set forth therein, and no implied duties are
assumed by or may be asserted against the Administrator hereunder.
(b) The
Trustees of the Trust shall cause the officers, investment adviser, legal
counsel, independent accountants, transfer agent, custodian and other service
providers for the Funds to cooperate with the Administrator and to provide
the
Administrator with such information, documents and advice relating to the Funds
and the Trust as requested by the Administrator, in order to enable the
Administrator to perform its duties hereunder. In connection with its duties
hereunder, the Administrator shall be entitled to rely, and shall be held
harmless by the Trust when acting in reliance (without investigation or
verification) upon the instruction, advice, information or any documents
relating to the Funds or the Trust provided to the Administrator by an officer
or representative of the Funds or by any of the aforementioned persons. The
Administrator shall be entitled to rely on any document that it reasonably
believes to be genuine and to have been signed or presented by the proper party.
Fees charged by such persons shall be an expense of the Trust. The Administrator
shall not be held to have notice of any change of authority of any officer,
agent, representative or employee of the Trust until receipt of written notice
thereof from the Trust.
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(c) To
the
extent required by Rule 31a-3 under the 1940 Act, the Administrator hereby
agrees that all records which it maintains for the Trust pursuant to its duties
hereunder are the property of the Trust and further agrees to surrender promptly
to the Trust any of such records upon the Trust's request. Subject to the terms
of Section 6, and where applicable, the Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records
described in Schedule B which are maintained by the Administrator for the
Trust.
(d) In
determining security valuations, the Administrator employs one or more pricing
services to determine valuations of portfolio securities for purposes of
calculating net asset values of the Funds provided the use of each such service
has been approved by the Board of Trustees and such use is consistent with
such
security valuation procedures as may be in effect from time to time for the
Trust. The Administrator shall identify to the Trust and the Board of Trustees
any such pricing service(s) utilized on behalf of the Trust subject to
compliance with such securities valuation procedures as may be in effect from
time to time and subject to the supervision of the Board of Trustees, the
Administrator is authorized to rely on the prices provided by such service(s)
or
by the Funds’ investment adviser(s) or other authorized representatives of the
Funds, and shall not be liable for losses to the Trust, its securityholders
or
otherwise as a result of its reliance on the valuations provided by the approved
pricing service(s) or representatives or its reliance on security valuation
procedures established by the Trust.
(e) The
Trust’s Board of Trustees and the Funds’ investment adviser have and retain
primary responsibility for all compliance matters relating to the Funds
including but not limited to compliance with the 1940 Act, the Internal Revenue
Code of 1986, as amended (the “Code”), and the policies and limitations of each
Fund relating to the portfolio investments as set forth in the Prospectus and
Statement of Additional Information. The Administrator’s monitoring and other
functions hereunder shall not relieve the Board and the investment adviser
of
their primary day-to-day responsibility for assuring such
compliance.
3. Fees;
Delegation; Expenses
(a) In
consideration of the services rendered pursuant to this Agreement, the Trust
will pay the Administrator a fee, computed daily and payable monthly, plus
out-of-pocket expenses, each as provided in Schedule C hereto. Fees shall be
paid by each Fund at a rate that would aggregate at least the applicable minimum
fee for each Fund.
(b) For
the
purpose of determining fees payable to the Administrator, net asset value shall
be computed in accordance with the Trust’s current Prospectuses, Statements of
Additional Information, the Trust’s Declaration of Trust, as amended, and the
resolutions of the Trust's Board of Trustees. The fee for the period from the
day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period. Upon any termination of this Agreement before the end
of
any month, the fee for such part of a month shall be pro-rated according to
the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Trust be
liquidated, merged with or acquired by another fund or investment company,
any
accrued fees shall be immediately payable.
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(c) The
Administrator will bear all expenses incurred by it in connection with the
performance of its services under Section 2, except as otherwise provided
herein. The Administrator shall not be required to pay or finance any costs
and
expenses incurred in the operation of the Funds, including, but not limited
to:
taxes; interest; brokerage fees and commissions; salaries, fees and expenses
of
officers and Trustees (except in the case of Trustees and officers who are
employees of the Administrator, their salaries and benefits as employees of
the
Administrator); Commission fees and state Blue Sky fees; advisory fees; charges
of custodians, transfer agents, dividend disbursing and accounting services
agents and other service providers; security pricing services; insurance
premiums; outside auditing and legal expenses; costs of organization and
maintenance of corporate existence; taxes and fees payable to federal, state
and
other governmental agencies; preparation, typesetting, printing, proofing and
mailing of prospectuses, statements of additional information, supplements,
notices and proxy materials for regulatory purposes and for distribution to
current shareholders; preparation, typesetting, printing, proofing and mailing
and other costs of shareholder reports; expenses in connection with the
electronic transmission of documents and information including electronic
filings with the Securities and Exchange Commission (the “Commission”) and the
states; research and statistical data services; expenses incidental to holding
meetings of the Fund's shareholders and Trustees; fees and expenses associated
with internet, e-mail and other related activities; and extraordinary expenses.
Expenses incurred for distribution of shares, including the typesetting,
printing, proofing and mailing of prospectuses for persons who are not
shareholders of the Trust, will be borne by the Funds’ investment adviser,
except for such expenses permitted to be paid by the Trust under a distribution
plan adopted in accordance with applicable laws. Administrator shall not be
required to pay any Blue Sky fees unless and until it has received the amount
of
such fees from the Trust.
4. Proprietary
and Confidential Information
The
Administrator agrees on behalf of itself, its employees and representatives
to
treat confidentially and as proprietary information of the Trust all records
relative to the Funds’ shareholders, and not to use such information for any
purpose other than performance of its responsibilities and duties hereunder
or
exercising its rights hereunder. The Administrator agrees on behalf of itself,
its employees and its representatives, to treat confidentially and as
proprietary information, information relating to the Trust and its activities,
the Trustees, Fund shareholders, and the Trust’s other service providers
acquired in the course of negotiating and performing this Agreement, and not
to
use such information for any purpose other than performance of its
responsibilities and duties hereunder. In the case of any request or demand
for
the inspection or disclosure of such information by another party, the
Administrator shall notify the Trust and follow the Trust’s instructions as to
permitting or refusing such inspection or disclosure; provided, however, the
Administrator may permit the inspection or make such disclosures without the
approval of the Trust to any person in any case where it is advised by its
counsel that it may be exposed to potential liability, loss or damage resulting
from or relating to the failure to do so (the costs of counsel in considering
the matter to be borne by the Trust). Notwithstanding anything herein to the
contrary, the Administrator may disclose that the Trust has instructed it not
to
permit the inspection or make the disclosures or otherwise limited or restricted
its ability to do so. Records and information which have become known to the
public through no wrongful act of the Administrator or any of its employees,
agents or representatives, and information which was already in the possession
of the Administrator prior to the receipt thereof shall not be subject to this
paragraph.
3
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5.
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Use
of Trust and Fund
Names
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The
Administrator shall not use the name of the Trust or any Fund (other than for
use in connection with performing its duties under the Agreement) in a manner
not approved by the Trust prior thereto in writing; provided,
however,
that
the approval of the Trust shall not be required for the use of the Trust’s name
or the name of any Fund in connection with performing its duties and obligations
or exercising its rights under this Agreement or which is required by the
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority, provided, further, that in
no
event shall such approval be unreasonably withheld or delayed and that the
foregoing shall not limit the ability of the Administrator or its affiliates
to
use Trust and Fund names pursuant to any agreement among them and the
Trust.
6. Limitation
of Liability
(a)
The
Administrator shall not be liable for any error of judgment or mistake of law
or
for any loss suffered by the Funds in connection with the matters to which
this
Agreement relates, except for a loss resulting from the Administrator’s willful
misfeasance, bad faith or negligence in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Furthermore, the Administrator shall not be liable for any action taken or
omitted to be taken in accordance with written or oral instructions received
by
the Administrator from an officer or representative of the Trust.
(b)
The
Administrator assumes no responsibility hereunder, and shall not be liable,
for
any default, damage, loss of data, errors, delay or any other loss whatsoever
caused by events beyond its reasonable control. The Administrator will, however,
take all reasonable steps to minimize service interruptions for any period
that
such interruption continues beyond its control.
(c) In
no
event and under no circumstances shall the Administrator, its affiliates or
any
of its or their officers, directors, members, agents or employees be liable
to
anyone, including, without limitation, the other party, under any theory of
tort, contract, strict liability or other legal or equitable theory for lost
profits, exemplary, punitive, special, indirect or consequential damages for
any
act or failure to act under any provision of this Agreement regardless of
whether such damages were foreseeable and even if advised of the possibility
thereof.
7. Term
(a) This
Agreement shall become effective with respect to each Fund listed on Schedule
A
hereof as of the date hereof and, with respect to each Fund not in existence
on
that date, on the date an amendment to Schedule A to this Agreement relating
to
that Fund is executed. This Agreement shall continue in effect with respect
to
each Fund until June 21, 2008 (the "Initial Term"). Thereafter, if not
terminated as provided herein, this Agreement shall continue automatically
in
effect as to each Fund for successive annual periods.
4
(b) This
Agreement may be terminated with respect to any one or more particular Funds
without penalty after the Initial Term (i) upon mutual consent of the parties,
or (ii) by either party upon not less than sixty (60) days written notice to
the
other party (which notice may be waived by the party entitled to the notice).
The terms of this Agreement shall not be waived, altered, modified, amended
or
supplemented in any manner whatsoever except by a written instrument signed
by
the Administrator and the Trust.
(c) Notwithstanding
anything herein to the contrary, upon the termination of this Agreement or
the
liquidation of a Fund or the Trust, the Administrator shall deliver the records
of the Fund(s) and/or Trust as the case may be to the Trust or person(s)
designated by the Trust at the Trust’s cost and expense, and thereafter the
Trust or its designee shall be solely responsible for preserving the records
for
the periods required by all applicable laws, rules and regulations. In addition,
in the event of termination of this Agreement, or the proposed liquidation
or
merger of the Trust or a Fund(s), and the Trust requests the Administrator
to
provide services in connection therewith, the Administrator shall provide such
services and be entitled to such compensation as the parties may mutually
agree.
8. Non-Exclusivity
The
services of the Administrator rendered to the Trust are not deemed to be
exclusive. The Administrator may render such services and any other services
to
others, including other investment companies. The Trust recognizes that from
time to time directors, officers and employees of the Administrator may serve
as
trustees, directors, officers and employees of other entities (including other
investment companies), and that the Administrator or its affiliates may enter
into other agreements with such other entities.
9. Governing
Law; Invalidity
This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts
of
laws. To the extent that the applicable laws of the State of Wisconsin, or
any
of the provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction. In such case,
the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
5
10. Notices
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given when sent by registered or
certified mail, postage prepaid, return receipt requested, as follows: Notice
to
the Administrator shall be sent to UMB Fund Services, Inc., 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, XX, 00000, Attention: President, with a copy to General
Counsel, and notice to the Trust shall be sent to Adelante Funds, c/o Adelante
Capital Management, LLC, 000 00xx
Xxxxxx,
Xxxxx 0000, Xxxxxxx, XX 00000, Attention: President.
11. Entire
Agreement
This
Agreement constitutes the entire Agreement of the parties hereto.
12. Trust
Limitations
This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations of
another Fund.
13. Counterparts
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
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UMB
FUND SERVICES, INC.
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(the
“Trust”)
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(the
"Administrator")
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By:
/s/ Xxxx X. Xxxxxx
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By:
/s/ Xxxxx X. Xxxxxxx
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(Signature)
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(Signature)
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Xxxx
X. Xxxxxx
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Xxxxx
X. Xxxxxxx
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(Name)
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(Name)
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Vice
President & Chief Compliance Officer
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Executive
Vice President
|
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(Title)
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(Title)
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6/12/2007
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6/13/2007
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(Date
Signed)
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(Date
Signed)
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6
Schedule
A
to
the
by
and between
and
UMB
Fund Services, Inc.
Name
of Funds
Adelante
U.S. Real Estate Securities Fund
7
Schedule
B
to
the
by
and between
and
UMB
Fund Services, Inc.
SERVICES
Subject
to the direction and control of the Trust's Board of Trustees and utilizing
information provided by the Trust and its agents, the Administrator will:
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§
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provide
office space, facilities, equipment and personnel to carry out its
services hereunder;
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§
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compile
data for, prepare and file with respect to the Funds timely Notices
to the
Securities and Exchange Commission (the "Commission") required pursuant
to
Rule 24f-2 under the 1940 Act and Semi-Annual Reports on Form N-SAR;
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§
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assist
in the preparation for execution by the Trust and file all federal
income
and excise tax returns and state income tax returns (and such other
required tax filings as may be agreed to by the parties) other than
those
required to be made by the Trust's custodian or transfer agent, subject
to
review and approval of the Trust and the Trust’s independent accountants;
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§
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prepare
the financial statements for the Annual and Semi-Annual Reports required
pursuant to Section 30(d) under the 1940 Act;
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§
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prepare
initial drafts of the Trust’s Registration Statement on Form N-1A, and
thereafter provide financial and Fund performance information for
inclusion in Post-Effective Amendments to the Registration Statement
for
the Trust;
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§
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determine
and periodically monitor each Fund's income and expense accruals
and cause
all appropriate expenses to be paid from Trust assets on proper
authorization from the Trust;
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|
§
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calculate
daily net asset values and income factors of each
Fund;
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§
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maintain
all general ledger accounts and related sub-ledgers;
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§
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perform
security valuations using pricing services or information provided
by the
investment adviser or
sub-adviser;
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8
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§
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assist
in the acquisition of the Trust 's fidelity bond required by the
1940 Act,
monitor the amount of the bond and make the necessary Commission
filings
related thereto;
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§
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from
time to time as the Administrator deems appropriate, check each Fund's
compliance with the policies and limitations of each Fund relating
to the
portfolio investments as set forth in the Prospectus and Statement
of
Additional Information and monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal Revenue Code
of
1986, as amended (but these functions shall not relieve the Trust
's
investment adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance);
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§
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maintain,
and/or coordinate with the other service providers the maintenance
of, the
accounts, books and other documents required pursuant to Rule 31a-1(a)
and
(b) under the 1940 Act;
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§
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prepare
and/or file state securities registration compliance filings, with
the
advice of the Trust’s legal counsel, in accordance with instructions from
the Trust, which instructions will include the states to qualify
in, the
amounts of Shares to initially and subsequently qualify and the warning
threshold to be maintained;
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§
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develop
with legal counsel and the secretary of the Trust an agenda for each
board
meeting and, if requested by the Trustees, attend board meetings,
prepare
minutes and provide reports relating to the Administrator’s duties and its
performance under this Agreement;
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§
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prepare
Form 1099s for Trustees and other fund vendors;
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§
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calculate
dividend and capital gains distributions subject to review and approval
by
the Trust and its independent accountants; and
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§
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generally
assist in the Trust 's administrative operations as mutually agreed
to by
the parties.
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The
duties of the Administrator shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Administrator hereunder.
9
Schedule
C
to
the
by
and between
and
UMB
Fund Services, Inc.
Asset
Based Fees
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Name
of Fund
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Average
Net Assets
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Basis
Points
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Minimum
Annual
Fee
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Adelante
U.S. Real Estate Securities Fund
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Up
to $50 Million
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17.0
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$79,800
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$50
Million to $100 million
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9.0
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||
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$100
Million to $250 Million
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8.0
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||
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$250
Million to $500 Million
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5.0
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Over
$500 Million
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3.0
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The
minimum annual fee is subject to an annual escalation of five percent (5%),
which escalation shall be effective commencing one year from the effective
date
of each Fund and the corresponding date each year thereafter. No amendment
of
this Schedule B shall be required with each escalation. The foregoing fee
schedule assumes two classes of shares for each Fund and a fiscal year of
January 31. Additional fees shall apply when adding any additional Fund(s)
and/or classes including compensation for the Administrator’s services in
connection with the organization and registration of the new Fund(s) or classes.
The Administrator shall provide such services and be entitled to such
compensation as the parties may mutually agree in writing.
Out-of-Pocket
and Other Related Expenses
The
Trust
shall also pay/reimburse the Administrator’s out-of-pocket and other expenses
actually incurred in connection with the performance of its duties hereunder.
Out-of-pocket expenses include, but are not limited to, those for travel,
lodging and meals related to attending Board meetings and other travel requested
by the Trust, programming and related expenses (previously incurred or to be
incurred by Administrator) in connection with providing electronic transmission
of data between the Administrator and the Funds' other service providers,
brokers, dealers and depositories, fees and expenses of pricing services, fees
of research services including Lexis/Nexis, Morningstar and Lipper, NASDAQ
and
other service interface fees, XXXXX related fees, long distance telephone
charges, and photocopying, faxes, postage and overnight delivery expenses.
Out-of-pocket expenses do not include salaries and benefits or the
Administrator’s employees.
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Xxxxx
Filing Production Management Fees
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Annual
Registration Statements (e.g., 485)
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$1,000
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Follow-up
filings to Annual Registration Statements,
excluding 497J (see below) |
$850
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Annual
and Semiannual Reports (N30D)
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$650
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Quarterly
Reports (N30B-2)
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$400
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Notice
to Accompany SEC Registration Fees (24f-2)
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$300
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Certification
of No Change to Prospectus and/or SAI (497J)
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$300
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Certificate
of Accounting of Securities (N17f-2)
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$300
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Correspondence
|
$300
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11
