Exhibit (h)(1)
IRONWOOD FUNDS
SERVICES AGREEMENT
AGREEMENT made as of the 24th day of August 2006, by and between Ironwood
Funds, a Massachusetts business trust, with its principal office and place of
business at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Trust"), and
Citigroup Fund Services, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Citibank, N.A., with its principal office and place
of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Citigroup").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of various classes of each Fund as listed
in Appendix A hereto (each such class together with all other classes
subsequently established by the Trust in a Fund being herein referred to as a
"Class," and collectively as the "Classes"); and
WHEREAS, Citigroup is the successor organization to Forum Accounting
Services, LLC, Forum Administrative Services, LLC and Forum Shareholder
Services, LLC, each of which had entered into a separate agreement with the
Trust concerning accounting, administration and transfer agency services,
respectively (the "Prior Agreements"), and the parties desire to combine the
Prior Agreements into this Agreement;
WHEREAS, the Trust desires that Citigroup perform certain services for each
Fund and Class thereof and Citigroup is willing to provide those services on
the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Citigroup hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Citigroup, and Citigroup hereby agrees, to act
for the Trust for the period and on the terms set forth in this Agreement as:
(i) administrator, (ii) fund accountant, (iii) transfer agent for the
authorized and issued shares of beneficial interest of the Trust representing
interests in each of the respective Funds and Classes thereof ("Shares"),
(iv) dividend disbursing agent and (v) agent in connection with any
accumulation, open-account or similar plans provided to the registered owners
of shares of any of the Funds ("Shareholders") and set out in the currently
effective prospectuses and statements of additional information (collectively
"prospectus") of the applicable Fund, including, without limitation, any
periodic investment plan or periodic withdrawal program.
(b) In connection therewith, the Trust has delivered to Citigroup copies of:
(i) the Trust's Declaration of Trust and Bylaws (collectively, as amended from
time to time, "Organizational Documents"); (ii) the Trust's Registration
Statement and all amendments thereto filed with the U.S. Securities and
Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), or the 1940 Act (the "Registration Statement");
(iii) the Trust's current Prospectus and Statement of Additional Information of
each Fund (collectively, as currently in effect and as amended or supplemented,
the "Prospectus"); (iv) each plan of distribution or similar document adopted
by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current
shareholder service plan or similar document adopted by the Trust ("Service
Plan"); and (v) all procedures adopted by the Trust with respect to the Funds
(e.g., repurchase agreement procedures), and shall promptly furnish Citigroup
with all amendments of or supplements to the foregoing. The Trust shall deliver
to Citigroup a certified copy of the resolution of the Board of Trustees of the
Trust (the "Board") appointing Citigroup and authorizing the execution and
delivery of this Agreement.
(c) Prior to the commencement of Citigroup's responsibilities under this
Agreement, if applicable, the Trust shall deliver or cause to be delivered over
to Citigroup (i) an accurate list of Shareholders of the Trust, showing each
Shareholder's address of record, number of Shares owned and whether such Shares
are represented by outstanding share certificates and (ii) all Shareholder
records, files, and other materials requested by Citigroup and necessary or
appropriate for proper performance of the functions assumed by Citigroup under
this Agreement (collectively referred to as the "Materials").
SECTION 2. DUTIES OF CITIGROUP
(a) Subject to the direction and control of the Board and in conjunction
with officers of the Trust, Citigroup shall manage all aspects of the Trust's
operations with respect to the Funds except those that are solely the
responsibility of any other service provider hired by the Trust, all in such
manner and to such extent as may be authorized by the Board.
(b) With respect to the Trust or each Fund, as applicable, and subject to
the terms and conditions of this Agreement, Citigroup shall provide the
services set forth in Appendices B, C and D hereto (the "Services"):
(c) Citigroup shall provide such other services and assistance relating to
the affairs of the Trust as the Trust may, from time to time, reasonably
request pursuant to mutually acceptable compensation and implementation
agreements.
(d) Citigroup shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the 1940 Act and Rule 31a-1 thereunder. The books and records pertaining
to the Trust that are in possession of Citigroup shall be the property of the
Trust. The Trust, or the Trust's authorized representatives, shall have access
to such books and records at all times during Citigroup's normal business
hours. Upon the reasonable request of the Trust, copies of any such books and
records shall be provided promptly by Citigroup to the Trust or the Trust's
authorized representatives at the Trust's expense. In the event the Trust
designates a successor that shall assume any of Citigroup's obligations
hereunder, Citigroup shall, at the expense and direction of the Trust, transfer
to such
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successor all relevant books, records and other data established or maintained
by Citigroup under this Agreement, including, in the case of records maintained
on computer systems, copies of such records in machine-readable form, and shall
cooperate with, and provide reasonable assistance to, the successor in the
establishment of the books and records necessary to carry out the successor's
responsibilities. In case of any requests or demands for the inspection of the
Shareholder records of the Trust, Citigroup will endeavor to notify the Trust
and to secure instructions from an authorized officer of the Trust as to such
inspection. Citigroup shall abide by the Trust's instructions for granting or
denying the inspection; provided, however, that Citigroup may grant the
inspection without instructions as provided in Section 8(b).
(e) Nothing contained herein shall be construed to require Citigroup to
perform any service that could cause Citigroup to be deemed an investment
adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as
amended, or that could cause a Fund to act in contravention of the Fund's
Prospectus or any provision of the 1940 Act. Except with respect to Citigroup's
duties as set forth in the Appendices and except as otherwise specifically
provided herein, the Trust assumes all responsibility for ensuring that the
Trust complies with all applicable requirements of the Securities Act, the 1940
Act and any laws, rules and regulations of governmental authorities with
jurisdiction over the Trust. All references to any law in this Agreement shall
be deemed to include reference to the applicable rules and regulations
promulgated under authority of the law and all official interpretations of such
law or rules or regulations.
(f) In order for Citigroup to perform the services required by this
Agreement, the Trust (i) shall cause all service providers to the Trust to
furnish any and all information to Citigroup, and assist Citigroup as may be
required and (ii) shall ensure that Citigroup has access to all records and
documents maintained by the Trust or any service provider to the Trust.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Citigroup shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Citigroup
in writing. Citigroup shall use its best judgment and efforts in rendering the
services described in this Agreement. Citigroup shall not be liable to the
Trust or any of the Trust's shareholders for any action or inaction of
Citigroup relating to any event whatsoever in the absence of bad faith, willful
misfeasance or negligence in the performance of Citigroup's duties or
obligations under this Agreement or by reason of Citigroup's reckless disregard
of its duties and obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless Citigroup, its employees
(as defined in Section 15(l)), directors and officers ("Citigroup
Indemnitees"), against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel
fees and other expenses of every nature and character ("Losses"): (i) arising
out of Citigroup's actions taken or failures to act with respect to a Fund that
are consistent with the standard of care set forth in Section 3(a) or based, if
applicable, on good faith reliance upon an item described in Section 3(d) or
(ii) arising out of the offer or sale of Shares by the Trust in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any State that such Shares be registered in
such State or in violation of any
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stop order or other determination or ruling by any federal agency or any State
with respect to the offer or sale of such Shares in such State, provided that
Citigroup shall not be indemnified for Losses to the extent that the Losses
result from Citigroup's breach of the standard of care set forth in
Section 3(a) (a "Citigroup Claim"). The Trust shall not be required to
indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim
against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does
not give the Trust written notice of and reasonable opportunity to defend
against the Citigroup Claim in its own name or in the name of the Citigroup
Indemnitee.
(c) Citigroup agrees to indemnify and hold harmless the Trust, its
employees, Trustees and officers ("Trust Indemnitees"), against and from any
and all claims, demands, actions, suits, judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character arising out of (i) Citigroup's actions taken or failures
to act with respect to a Fund that are not consistent with the standard of care
set forth in Section 3(a) or based, if applicable, on good faith reliance upon
an item described in Section 3(d), (ii) any breach of Citigroup's
representation set forth in Section 4 (a "Trust Claim"), (iii) any breach of
this Agreement by Citigroup, or (iv) Citigroup's violation of law. Citigroup
shall not be required to indemnify any Trust Indemnitee if, prior to confessing
any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee
does not give Citigroup written notice of and reasonable opportunity to defend
against the Trust Claim in its own name or in the name of the Trust Indemnitee.
(d) A Citigroup Indemnitee shall not be liable for any action taken or
failure to act in reasonable and good faith reliance upon:
(i) the advice of the Trust, the Trust's outside counsel given with respect
to agents of the Trust and the Trust's independent accountants;
(ii) any oral instruction which it receives and which it reasonably believes
in good faith was transmitted by a person or persons authorized by the Board
to give such oral instruction. Provided that Citigroup has such reasonable
belief, Citigroup shall have no duty or obligation to make any inquiry or
effort of certification of such oral instruction;
(iii) any written instruction or certified copy of any resolution of the
Board, and Citigroup may rely upon the genuineness of any such document or
copy thereof reasonably believed in good faith by Citigroup to have been
validly executed; or
(iv) as to genuineness, 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 Citigroup to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Citigroup Indemnitee shall be under any duty or obligation to inquire
into the validity or invalidity or authority or lack thereof 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 Citigroup reasonably
believes in good faith to be genuine.
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(e) Citigroup shall not be liable for the errors of other service providers
to the Trust or their systems, including the errors of pricing services (other
than to pursue all reasonable claims against the pricing service based on the
pricing services' standard contracts entered into by Citigroup) and errors in
information provided by an investment adviser (including prices and pricing
formulas and the untimely transmission of trade information), custodian or
transfer agent to the Trust, except to the extent such service provider is
Citigroup or an affiliate of Citigroup.
(f) Citigroup shall reimburse each applicable Fund for any net losses and
any reprocessing costs to the Fund during each NAV Error Period (as defined
below in subparagraph (g)) resulting from an NAV Difference (as defined below
in subparagraph (g)) that is at least $0.01 per share but that is less than 1/2
of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of
each Fund shareholder for any losses experienced by the Fund or any Fund
shareholder, as applicable, during each NAV Error Period resulting from an NAV
Difference that is at least 1/2 of 1%; provided, however, that Citigroup shall
not be responsible for reimbursing any Fund with respect to any shareholder
that experiences an aggregate loss during any NAV Error Period of less than $10
per account.
(g) For purposes of this Agreement: (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected divided by the Recalculated NAV; (ii) NAV Error Period
shall mean any Fund business day or series of two or more consecutive Fund
business days during which an NAV Difference of $0.01 per share or more exists;
(iii) NAV Differences and any Citigroup liability therefrom are to be
calculated each time a Fund's (or Class's) NAV is calculated; (iv) in
calculating any amount for which Citigroup would otherwise be liable under this
Agreement for a particular NAV error, Fund (or Class) losses and gains shall be
netted; and (v) in calculating any amount for which Citigroup would otherwise
be liable under this Agreement for a particular NAV error that continues for a
period covering more than one NAV determination, Fund (or Class) losses and
gains for the period shall be netted.
(h) If the Trust has the ability to originate electronic instructions to
Citigroup in order to (i) effect the transfer or movement of cash or Shares or
(ii) transmit Shareholder information or other information, then in such event
Citigroup shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established by Citigroup
from time to time.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) Citigroup represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating Agreement
to enter into this Agreement and perform its duties under this Agreement;
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(iv) All requisite corporate proceedings have been taken to authorize it to
enter into this Agreement and perform its duties under this Agreement;
(v) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of Citigroup, enforceable against Citigroup in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties; and
(vii) It is registered as a transfer agent under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.
(▇) The Trust represents and warrants to Citigroup that:
(i) It is a business trust duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts;
(ii) It is empowered under applicable laws and by its Organizational
Documents to enter into this Agreement and perform its duties under this
Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it to
enter into this Agreement and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the Trust, enforceable against the Trust in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties; and
(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate State securities law
filings have been made and will continue to be made, with respect to all
Shares of the Funds and Classes of the Trust being offered for sale.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Citigroup pursuant to this
Agreement, the Trust shall pay Citigroup, with respect to each Class of each
Fund the fees set forth in Appendix E hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in each clause (i) of Appendix E hereto shall
be payable monthly on the first day of each calendar month for services to be
performed during the following calendar month. The fees payable for the
services listed in each clause (ii) and clause (iii) and for all reimbursements
as described in Section 5(b) shall be payable monthly in arrears on the first
day of each calendar
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month for services performed during the prior calendar month. If fees payable
for the services listed in a clause (i) begin to accrue in the middle of a
month or if this Agreement terminates before the end of any month, all fees for
the period from that date to the end of that month or from the beginning of
that month to the date of termination, as the case may be, shall be prorated
according to the proportion that the period bears to the full month in which
the effectiveness or termination occurs. Upon the termination of this Agreement
with respect to a Fund, the Trust shall pay to Citigroup such compensation as
shall be payable prior to the effective date of termination.
Nothing in this Agreement shall require Citigroup to perform any of the
services listed in item (xxxi) of Appendix B, as such services may be performed
by the Fund's independent accountant if appropriate.
(b) In connection with the services provided by Citigroup pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Citigroup for
the expenses set forth in Clauses 1(ii), 2(ii) and 3(iv) of Appendix E hereto.
Reimbursements shall be payable as incurred. In addition, the Trust, on behalf
of the applicable Fund, shall reimburse Citigroup for all reasonably incurred
expenses and employee time (at 150% of salary) of Citigroup attributable to any
review of the Trust's accounts and records by the Trust's independent
accountants or any regulatory body outside of routine and normal periodic
reviews. Should the Trust exercise its right to terminate this Agreement, the
Trust, on behalf of the applicable Fund, shall reimburse Citigroup for all
reasonably incurred out-of-pocket expenses and employee time (at 150% of
salary) associated with the provision of assistance to any successor person in
the establishment of the accounts and records necessary to carry out the
successor's responsibilities. Any such expenses and charges shall be documented
fully in the invoice submitted to the Trust for payment.
(c) Citigroup may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of counsel to the Trust
or counsel to Citigroup; provided, however, that Citigroup shall in all cases
first reasonably attempt to apply to and obtain the advice and opinion of
in-house counsel to Citigroup. The costs of any such advice or opinion of
counsel to the Trust shall be borne by the Trust.
(d) Notwithstanding anything in this Agreement to the contrary, Citigroup
and its affiliated persons may receive compensation or reimbursement from the
Trust with respect to: (i) the provision of services on behalf of the Funds in
accordance with any Plan or Service Plan; (ii) the provision of shareholder
support or other services; (iii) service as a trustee or officer of the Trust;
and (iv) services to the Trust, which may include the types of services
described in this Agreement, with respect to the creation of any Fund and the
start-up of the Fund's operations.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or Class
on the date first written above. Upon effectiveness of this Agreement, it shall
supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been deemed to relate
to the Funds.
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(b) This Agreement shall continue in effect with respect to a Fund until
terminated.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty (i) by the Board on ninety (90) days'
written notice to Citigroup or (ii) by Citigroup on ninety (90) days' written
notice to the Trust.
(d) The provisions of Sections 3, 5(b), 6(d), 6(e), 8, 9, 13, 15(a) and
15(i) shall survive any termination of this Agreement.
(e) This Agreement and the rights and duties under this Agreement otherwise
shall not be assignable by either Citigroup or the Trust except by the specific
written consent of the other party. If the parties to this Agreement consent to
assignment of all or any part of this Agreement, all terms and provisions of
this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto.
SECTION 7. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or one
or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement. Citigroup or the Trust may elect not to make
any such series or classes subject to this Agreement.
SECTION 8. PROPRIETARY INFORMATION, CONFIDENTIALITY
(a) The Trust acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals maintained by Citigroup on databases under the control and ownership of
Citigroup or a third party acting on Citigroup's behalf or from whom Citigroup
has licensed software constitute copyrighted, trade secret, or other
proprietary information (collectively, "Citigroup Proprietary Information") of
substantial value to Citigroup or the third party. The Trust agrees to treat
all Citigroup Proprietary Information as proprietary to Citigroup and further
agrees that it shall not divulge or use any Citigroup Proprietary Information
to any person or organization other than to those individuals among its agents,
employees and directors who have a need to receive such Citigroup Proprietary
Information except that the Trust may release such other information as
approved by Citigroup, which approval shall not be withheld where the Trust is
advised by counsel that it may be exposed to civil or criminal contempt
proceedings for failure to release the information (provided, however, that the
Trust shall seek the approval of Citigroup as promptly as possible so as to
enable Citigroup to pursue such legal or other action as it may desire to
prevent the release of such information) or except as may be provided under
this Agreement.
(b) Citigroup acknowledges that the books, records and other data of the
Trust (collectively, "Trust Data") and the Shareholder list and all information
related to Shareholders furnished to Citigroup by the Trust or by a Shareholder
in connection with this Agreement (collectively, "Customer Data") constitute
proprietary information of substantial value to the Trust. In no event shall
Citigroup Proprietary Information be deemed Customer Data or Trust Data.
Citigroup agrees to treat all Customer Data and Trust Data as proprietary to
the Trust and further agrees that it shall not divulge or use any Customer Data
to any person or organization except that Citigroup may:
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(i) prepare or assist in the preparation of periodic reports to shareholders
and regulatory bodies such as the SEC;
(ii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(iii) release such other information as approved by the Trust, which
approval shall not be withheld where Citigroup is advised by counsel that it
may be exposed to civil or criminal contempt proceedings for failure to
release the information (provided, however, that Citigroup shall seek the
approval of the Trust as promptly as possible so as to enable the Trust to
pursue such legal or other action as it may desire to prevent the release of
such information) or when so requested by the Trust;.
(c) Citigroup shall abide by the Trust's privacy policy pursuant to
Regulation S-P promulgated under Section 504 of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.
SECTION 9. FORCE MAJEURE
Citigroup shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. In addition, to the extent
Citigroup's obligations hereunder are to oversee or monitor the activities of
third parties, Citigroup shall not be liable for any failure or delay in the
performance of Citigroup's duties caused, directly or indirectly, by the
failure or delay of such third parties in performing their respective duties or
cooperating reasonably and in a timely manner with Citigroup.
SECTION 10. ACTIVITIES OF CITIGROUP
(a) Except to the extent necessary to perform Citigroup's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Citigroup's
right, or the right of any of Citigroup's managers, officers or employees who
also may be a trustee, officer or employee of the Trust, or persons who are
otherwise affiliated persons of the Trust to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, trust, firm, individual or association.
(b) Subject to prior written approval of the Trust, Citigroup may
subcontract any or all of its functions or responsibilities pursuant to this
Agreement to one or more persons, which may be affiliated persons of Citigroup,
who agree to comply with the terms of this Agreement; provided, that any such
subcontracting shall not relieve Citigroup of its responsibilities hereunder.
Citigroup may pay those persons for their services, but no such payment will
increase Citigroup's compensation or reimbursement of expenses from the Trust.
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SECTION 11. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Citigroup shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the
accountants' duties.
SECTION 12. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Citigroup, in any capacity under this Agreement, to perform any functions or
duties on any day other than a business day of the Trust or of a Fund.
Functions or duties normally scheduled to be performed on any day which is not
a business day of the Trust or of a Fund shall be performed on, and as of, the
next business day, unless otherwise required by law.
SECTION 13. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and Citigroup agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which Citigroup's rights or claims relate in settlement of such rights
or claims, and not to the Trustees of the Trust or the shareholders of the
Funds.
SECTION 14. TAXES
Citigroup shall not be liable for any taxes, assessments or governmental
charges that may be levied or assessed on any basis whatsoever in connection
with the Trust or any Shareholder or any purchase of Shares, excluding taxes
assessed against Citigroup for compensation received by it under this Agreement.
SECTION 15. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 7, 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.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) 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.
(e) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
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(f) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by both
Citigroup and Trust and no presumptions shall arise favoring any party by
virtue of authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business set forth above, or at
such other address as a party may have designated in writing, shall be deemed
to have been properly given.
(i) Notwithstanding any other provision of this Agreement, the parties agree
that the assets and liabilities of each Fund of the Trust 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) Each of the undersigned 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 and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(k) The terms "affiliated person" and "assignment" shall have the meanings
ascribed thereto in the 1940 Act.
(l) For purposes of this Agreement only, the term "employee," with respect
to Citigroup shall mean an employee of Citigroup, and not of any parent,
subsidiary or other affiliated company of Citigroup.
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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 officers, as of the day and year first above written.
IRONWOOD FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
CITIGROUP FUND SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
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IRONWOOD FUNDS
APPENDIX A -- DATED AUGUST 24, 2006
FUNDS OF THE TRUST:
.. Ironwood Isabelle Small Company Stock Fund
CLASSES OF THE TRUST:
.. Investment Shares
.. Institutional Shares
IRONWOOD FUNDS
By: -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
CITIGROUP FUND SERVICES, LLC
By: -----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
- A1 -