Amended and Restated CO-ADMINISTRATION AGREEMENT
Amended
and Restated
THIS CO-ADMINISTRATION
AGREEMENT (the “Agreement”) is made as of this 25th day of March, 2009,
by and between Investment Managers Series Trust, a Delaware statutory trust (the
“Trust”), UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), and
Mutual Fund Administration Corporation, a California corporation
(“MFAC”). UMBFS and MFAC are collectively referred to herein as the
“Co-Administrators,” in singular or plural usage, as required by
context.
WHEREAS, the Trust is an
open-end management 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
Co-Administrators desire to enter into an agreement pursuant to which the
Co-Administrators shall provide administration services to such investment
portfolios of the Trust as are listed on Schedule A hereto and any additional
investment portfolios the Trust and the Co-Administrators 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 as 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
Co-Administrators as administrators of the Trust for the period and on the terms
set forth in this Agreement. The Co-Administrators accept such
appointment and agree to render the Services (as defined in Section 2) herein
set forth, for the compensation herein provided.
2. Services as
Co-Administrators
(a) Subject
to the direction and control of the Trust’s Board of Trustees (the “Board of
Trustees”) and utilizing information provided by the Trust and its current and
prior agents and service providers, the Co-Administrators will provide the
administration services listed on Schedule B hereto and any additional
administration services the Trust and the Co-Administrators may agree upon and
include on Schedule B, as such Schedule may be amended from time to time (the
“Services”). The duties of the Co-Administrators shall be confined to
those expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Co-Administrators hereunder.
1
(b) The
Trust, under the supervision of its Board of Trustees, shall cause its officers,
investment adviser(s), legal counsel, independent accountants, transfer agent,
fund accountant, custodian and other service providers and agents for the Trust
to cooperate with the Co-Administrators and to provide the Co-Administrators
with such information, documents and communications relating to the Trust as
necessary and/or appropriate or as requested by the Co-Administrators, in order
to enable the Co-Administrators to perform their duties
hereunder. The Trust shall use its best efforts to cause any of its
former officers, investment adviser(s) and sub-advisers, legal counsel,
independent accountants, custodian or other service providers to provide the
Co-Administrators with such information, documents and communications as
necessary and/or appropriate to enable the Co-Administrators to perform their
duties hereunder. In connection with their duties hereunder, each
Co-Administrator shall (without investigation or verification) be reasonably
entitled and is hereby instructed to, rely upon any and all instructions,
communications, information or documents provided to the Co-Administrator by an
authorized officer, representative agent of the Trust, the other
Co-Administrator or by any of the aforementioned persons. A
Co-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 Co-Administrators shall not
be held to have notice of any change of authority of any officer, agent,
representative or employee of the Trust, investment adviser(s) or service
provider until receipt of written notice thereof from the Trust. As
used in this Agreement, the term “investment adviser” shall mean a Fund’s
investment adviser(s), all sub-adviser(s) or persons performing similar
services.
(c) To
the extent required by Rule 31a-3 under the 1940 Act, the Co-Administrators
hereby agree that all records which they maintain for the Trust pursuant to
their duties hereunder are the property of the Trust and further agree 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
Co-Administrators further agree 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 Co-Administrators for the Trust.
(d) The
Funds’ investment advisers have and retain primary responsibility for compliance
matters relating to the Funds under the 1940 Act, the Internal Revenue Code of
1986, as amended, and the policies and limitations of each Fund relating to the
portfolio investments as set forth in the current prospectus and statement of
additional information with respect to the Fund (including any applicable
supplement) (the “Prospectus”). The Co-Administrators’ monitoring and
other functions hereunder shall not relieve the investment adviser(s) of their
primary day-to-day responsibility for assuring such compliance.
(e) The
Trust hereby certifies that Shares of each Fund are lawfully eligible for sale
in each jurisdiction indicated for such Fund on the list furnished to the
Co-Administrators as of the date of this Agreement.
(f) The
Co-Administrators shall maintain disaster recovery and business continuity plans
and adequate and reliable computer and other equipment necessary and appropriate
to carry out their obligations under this Agreement. Upon the Trust’s
reasonable request, the Co-Administrators shall provide supplemental information
concerning the aspects of their disaster recovery and business continuity plans
that are relevant to the Services provided hereunder.
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(g)(i) Each
Co-Administrator has provided to the Trust a copy of the Co-Administrator’s
written compliance policies and procedures as required by Rule 38a-1 under the
1940 Act (“Rule 38a-1 Policies and Procedures”) for approval by the Trust’s
Board of Trustees. With respect to the Services each Co-Administrator
provides to the Trust hereunder, each such Co-Administrator certifies that its
Rule 38a-1 Policies and Procedures are reasonably designed to prevent violations
of the Federal Securities Laws by such Co-Administrator. For purposes
of this section, Federal Securities Laws shall have the meaning set forth in
Rule 38a-1 under the 1940 Act.
(g)(ii) Each
Co-Administrator shall provide to the Trust’s Chief Compliance Officer promptly
any material changes to its Rule 38a-1 Policies and Procedures. Each
Co-Administrator shall cooperate with the Trust in its annual review of the Rule
38a-1 Policies and Procedures (the “Annual Review”), such Annual Review to be
conducted by the Trust’s Chief Compliance Officer to determine the adequacy of
the Rule 38a-1 Policies and Procedures and the effectiveness of their
implementation. Each Co-Administrator shall cooperate with the Trust
in any interim reviews of its Rule 38a-1 Policies and Procedures to determine
their adequacy and the effectiveness of their implementation in response to
significant compliance events, changes in business arrangements, and/or
regulatory developments (“Interim Review”). Such cooperation
includes, without limitation, furnishing such certifications,
sub-certifications, and documentation with respect to the Co-Administrator’s
functions and responsibilities as the Trust’s Chief Compliance Officer shall
reasonably request from time to time and implementing changes to the Rule 38a-1
Policies and Procedures satisfactory to both the Trust’s Chief Compliance
Officer and the Co-Administrator.
(g)(iii) Each
Co-Administrator shall provide the Trust with quarterly and annual
certifications (on a calendar basis) with respect to the design and operational
effectiveness of its Rule 38a-1 Policies and Procedures. Each
Co-Administrator shall also provide the Trust with ongoing, direct, and prompt
access to its compliance personnel and cooperate with the Trust’s Chief
Compliance Officer in order to provide assistance to the Trust in carrying out
its obligations under Rule 38a-1.
(g)(iv) A
Co-Administrator shall notify the Trust promptly in the event that a Material
Compliance Matter, as defined under Rule 38a-1, occurs with respect to its Rule
38a-1 Policies and Procedures and will cooperate with the Trust in providing the
Trust with periodic and special reports in the event any Material Compliance
Matter occurs. A “Material Compliance Matter” has the same meaning as
the term is defined in Rule 38a-1, and includes any compliance matters that
involve: (1) a violation of the Federal Securities Laws by the
Co-Administrator (or its officer, directors, employees, or agents); (2) a
violation of its Rule 38a-1 Policies and Procedures; or (3) a weakness in the
design or implementation of its Rule 38a-1 Policies and Procedures.
(g)(v) Each
Co-Administrator (and anyone acting under the direction of the Co-Administrator)
shall refrain from, directly or indirectly, taking any action to coerce,
manipulate, mislead, or fraudulently influence the Trust’s Chief Compliance
Officer in the performance of her or his responsibilities under Rule
38a-1.
3
3. Fees; Delegation;
Expenses
(a) In
consideration of the Services rendered pursuant to this Agreement, the Trust
will pay the Co-Administrators a fee, computed daily and payable monthly, plus
out-of-pocket expenses, each as provided in Schedule C hereto. In addition, to
the extent that the Co-Administrators correct, verify or address any prior
actions or inactions by any Fund or by any prior service provider, the
Co-Administrators shall be entitled to additional fees as provided in Schedule
C. Fees shall be earned and paid monthly in an amount equal to at
least 1/12th of the
applicable annual fee. Basis point fees and minimum annual fees apply
separately to each Fund, and average net assets are not aggregated in
calculating the applicable basis point fee per Fund or the applicable
minimum. Fees shall be adjusted in accordance with Schedule C or as
otherwise agreed to by the parties from time to time. The parties may amend this
Agreement to include fees for any additional services requested by the Trust,
enhancements to current Services, or to add Funds for which the
Co-Administrators have been retained.
(b) For
the purpose of determining fees payable to the Co-Administrators, net asset
value shall be computed in accordance with the Funds’ Prospectuses and
resolutions of the 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.
(c) The
Co-Administrators will bear all expenses incurred by them in connection with the
performance of their Services under Section 2, except as otherwise provided
herein. The Co-Administrators 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; Securities and Exchange
Commission (the “Commission”) fees and state Blue Sky fees; advisory
fees; charges of custodians, transfer agents, fund accountants, 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, notices, forms and applications
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
Commission and the states; research and statistical data services; expenses
incidental to holding meetings of the Funds’ 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 a Fund, will be borne by the Fund’s
investment adviser(s), except for such expenses permitted to be paid by the
Trust under a distribution plan adopted for such Fund in accordance with
applicable laws. The Co-Administrators shall not be required to pay
any Blue Sky fees or take any related Blue Sky actions unless and until they
have received the amount of such fees from the Trust.
4
(d) Except
as otherwise specified, fees payable hereunder shall be calculated in arrears
and billed on a monthly basis. The Trust agrees to pay all fees
within thirty (30) days of receipt of each invoice.
4. Proprietary and Confidential
Information
Each Co-Administrator agrees on behalf
of itself and its employees to treat confidentially and as proprietary
information of the Trust all records relative to the Trust’s shareholders, not
to use such records and information for any purpose other than performance of
its responsibilities and duties hereunder, and not to disclose such information
except where a Co-Administrator may be exposed to civil or criminal proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities or court process, when subject to governmental or
regulatory audit or investigation, or when so requested by the Trust. In case of
any requests or demands for inspection of the records of the Funds, each
Co-Administrator will endeavor to notify the other parties promptly and to
secure instructions from a representative of the Fund(s) as to such inspection.
Records and information which have become known to the public through no
wrongful act of a Co-Administrator or any of its employees, agents or
representatives, and information which was already in the possession of a
Co-Administrator prior to the date hereof, shall not be subject to this
paragraph.
5. Limitation of
Liability
(a) Each
Co-Administrator shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust or the Funds in connection with the
matters to which this Agreement relates, except for a loss resulting from such
Co-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, each Co-Administrator
shall not be liable for (i) any action taken or omitted to be taken in
accordance with or in reasonable reliance upon written or oral instructions,
communications, data, documents or information (without investigation or
verification) received by either of the Co-Administrators from an authorized
officer, representative or agent of the Trust, or (ii) any action taken or
omission by the Trust, investment advisers or any past or current service
provider.
(b) The
Co-Administrators assume no responsibility hereunder, and shall not be liable,
for any default, damage, loss of data or documents, errors, delay or any other
loss whatsoever caused by events beyond their reasonable control. The
Co-Administrators will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond their
control.
(c) The
Trust agrees to indemnify and hold harmless each Co-Administrator, its
employees, agents, officers, directors, affiliates and nominees (collectively,
the “Indemnified Parties”) from and against any and all claims, demands, actions
and suits, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character which may be asserted against or incurred by any
Indemnified Party or for which any Indemnified Party may be held liable (a
“Claim”) arising out of or in any way relating to (i) each Co-Administrator’s
actions or omissions except to the extent a Claim against a Co-Administrator
resulted from such Co-Administrator’s willful misfeasance, bad faith, or
negligence in the performance of its duties hereunder or from reckless disregard
by it of its obligations and duties hereunder; (ii) each Co-Administrator’s
reasonable reliance on, implementation of or use of (without investigation or
verification) communications, instructions, requests, directions, information,
data, records and documents received by either Co-Administrator from an
authorized officer, representative or agent of the Trust, or (iii) any action
taken or omission by the Trust, investment adviser(s) or any past or current
service provider.
5
(d) In no event and
under no circumstances shall either Co-Administrator, its affiliates or any of
its officers, directors, members, agents or employees be liable to anyone,
including, without limitation, the other parties to this Agreement, 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. The indemnity and defense provisions set forth in this
Section 5 shall indefinitely survive the termination and/or assignment of this
Agreement.
6. Term
(a) This Agreement
shall become effective with respect to each Fund listed on Schedule A hereof as
of the date this Agreement is executed 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 until December 3, 2009 (the “Initial Term”). Thereafter if not
terminated as provided herein, the Agreement shall continue automatically in
effect as to each Fund for successive annual periods.
(b) Any party may terminate
this Agreement at the end of the Initial Term or at the end of any successive
annual term (the “Termination Date”) by giving the other parties a written
notice not less than ninety (90) days prior
to the end of the respective term. Notwithstanding anything herein to the
contrary, upon the termination of the Agreement as provided herein or the
liquidation of a Fund or the Trust, the Co-Administrators shall deliver the
records of the Trust to the Trust or its successor administrator in a form that
is consistent with the Co-Administrators’ applicable license agreements at the
expense of the Trust, 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. The Trust shall be
responsible for all expenses associated with the movement (or duplication) of
records and materials and conversion thereof to a successor administrative
services agent, including all reasonable trailing expenses incurred by the
Co-Administrators. 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’s request that the Co-Administrators provide additional services in
connection therewith, the Co-Administrators shall provide such services and be
entitled to such compensation as the parties may mutually agree. The
Co-Administrators shall not reduce the level of service provided to the Trust
prior to termination following notice of termination by the Trust.
7. Non-Exclusivity
The Services of the Co-Administrators
rendered to the Trust are not deemed to be exclusive. The
Co-Administrators may render administration 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
Co-Administrators may serve as trustees, directors, officers and employees of
other entities (including other investment companies), and that the
Co-Administrators or their affiliates may enter into other agreements with such
other entities.
6
8. 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.
9. 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:
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UMBFS:
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UMB
Fund Services, Inc.
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a copy to General
Counsel
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|
MFAC:
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Mutual
Fund Administration Corporation
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇
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Trust:
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▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: President
With
a copy to:
▇▇▇▇▇▇▇
▇▇▇▇▇▇
Paul,
Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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7
10. Entire
Agreement
This Agreement, together with the
Schedules attached hereto, constitutes the entire agreement of the parties
hereto.
11. 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.
12.
Miscellaneous
(a) 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. The facsimile signature of any party
to this Agreement shall constitute the valid and binding execution hereof by
such party.
(b) 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 Co-Administrators
and the Trust.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
8
(c) The
Trust hereby grants to UMBFS the limited power of attorney on behalf of the
Funds to sign Blue Sky forms and related documents in connection with the
performance of its obligations under this Agreement.
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.
(“Trust”)
By:____________________________________________
President
UMB FUND SERVICES, INC.
(“UMBFS”)
By:____________________________________________
Executive Vice President
MUTUAL FUND ADMINISTRATION
CORPORATION
(“MFAC”)
By:____________________________________________
President
9
Third
Amended and Restated
Schedule
A
to
the
by
and between
and
UMB
Fund Services, Inc.
and
Mutual
Fund Administration Corporation
NAME
OF FUNDS
Zacks
Multi-Cap Opportunities Fund
Zacks
Market Neutral Fund
Victoria
1522 Fund
RNC
▇▇▇▇▇▇ Dividend Income Fund
10
Schedule
B
to
the
by
and between
and
UMB
Fund Services, Inc.
and
Mutual
Fund Administration Corporation
SERVICES
Subject
to the direction and control of the Board of Trustees and utilizing information
provided by the Trust and its agents, the Co-Administrators will:
General Fund
Management
|
v
|
Act as liaison among all Fund
service providers.
|
|
v
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Supply corporate secretarial
services.
|
|
v
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Provide office
facilities.
|
|
v
|
Supply non-investment related
statistical and research data, as
needed.
|
|
v
|
Coordinate the Trust’s Board of
Trustees’ (Trustees)
communication:
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|
|
Ø
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Establish meeting
agendas.
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|
|
Ø
|
Prepare reports for the Trustees
based on financial and administrative
data.
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|
|
Ø
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Evaluate independent
auditor.
|
|
|
Ø
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Secure and monitor fidelity bond
and Director and Officer Liability coverage, and make the necessary
Securities and Exchange Commission (the SEC) filings relating
thereto.
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|
|
Ø
|
Prepare minutes of meetings of the
Board of Trustees and Fund
shareholders.
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|
|
Ø
|
Recommend dividend declarations to
the Board of Trustees; prepare and distribute to appropriate parties
notices announcing declaration of dividends and other distributions to
shareholders.
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|
|
Ø
|
Provide personnel to serve as
officers of the Trust if so elected by the Board of Trustees, attend Board
of Trustees meetings and present materials for Trustees’ review at such
meetings.
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v
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Audits
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|
|
Ø
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Prepare appropriate schedules and
assist independent auditors.
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|
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Ø
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Provide information to the SEC and
facilitate audit process.
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|
|
Ø
|
Provide office
facilities.
|
|
v
|
Assist in overall operations of
the Trust.
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11
|
v
|
Pay Fund expenses upon written
authorization from the Trust’s authorized
signers.
|
|
v
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Monitor arrangements under
shareholder services or similar
plans.
|
|
v
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Total return and SEC yield
calculations
|
|
v
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Assist with the “start-up” of new
funds.
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Compliance
Regulatory Compliance:
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v
|
Monitor compliance with the 1940
Act requirements, including:
|
|
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Ø
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Asset diversification
tests
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|
|
Ø
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Maintenance of books and records
under Rule 31a-3
|
|
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Ø
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Code of Ethics for the Trustees
and Officers of the Trust.
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v
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Monitor Fund's compliance with the
policies and investment limitations of the Trust as set forth in its
current prospectus (the “Prospectus”) and statement of additional
information (the “SAI”).
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v
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Monitor affiliated transactions
under exemptive rules (17a-7, 17e-1,
etc.).
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v
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Assist and provide Funds’ CCO with
documents, as required.
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Blue Sky Compliance:
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v
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Prepare and file with the
appropriate state securities authorities, any and all required compliance
filings relating to the qualification of the securities of the
Trust so as to enable the Trust to make a continuous offering of its
shares in all states.
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v
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Monitor status and maintain
qualifications in each
state.
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SEC Registration and
Reporting:
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v
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Assist Trust counsel in updating the
Prospectus and SAI and in preparing proxy
statements.
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v
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Prepare annual and semi-annual
reports and Form N-SAR
filings.
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v
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Coordinate the printing, filing
and mailing of publicly disseminated Prospectuses and shareholder
reports.
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|
v
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File fidelity bond under Rule
17g-1.
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|
v
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File certified reports under
Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 on Form N-CSR and Form
N-Q.
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v
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Monitor sales of each Fund’s
shares to ensure that such shares are properly registered with the SEC and
the appropriate state
authorities.
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|
v
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Prepare and file Rule 24f-2
notices.
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v
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Assist in filing proxy voting on
Form N-PX.
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12
IRS Compliance:
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v
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Monitor each Fund’s status as a regulated
investment company under Subchapter M, including without limitation,
review of the following:
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|
|
Ø
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Asset diversification
requirements
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|
|
Ø
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Qualifying income
requirements
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|
|
Ø
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Distribution
requirements
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v
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Calculate required distributions
(including excise tax
distributions).
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Financial
Reporting
|
v
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Provide financial data required by
each Fund’s Prospectus and
SAI.
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|
v
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Prepare financial reports for
officers, shareholders, tax authorities, performance-reporting companies,
the Board of Trustees, the SEC and independent
auditors.
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|
v
|
Supervise each Fund’s custodian
and fund accountants in the maintenance of their general ledger and in the
preparation of the financial statements, including oversight of expense
accruals and payments, of the determination of net asset value of the
Funds’ net assets and of the Funds’ shares, and of the declaration and
payment of dividends and other distributions to
shareholders.
|
|
v
|
Compute Fund
performances.
|
|
v
|
Compute the expense ratio of each
class of each Fund, and each Fund’s portfolio turnover
rate.
|
|
v
|
Monitor the expense accruals and
notify the Advisor’s management of any proposed
adjustments.
|
|
v
|
Prepare financial statements, as
necessary, which include without limitation, the following
items:
|
- Schedule of
Investments
- Statement of Assets and
Liabilities
- Statement of
Operations
- Statement of Changes in Net
Assets
- Cash Statement, if
required
- Schedule of Capital Gains and
Losses
|
v
|
Prepare quarterly broker security
transaction summaries.
|
|
v
|
Prepare quarterly schedule of
investments for Form N-Q filing with the
SEC.
|
Tax Reporting
|
v
|
Work with independent auditors to
file, on a timely basis, the appropriate federal and state tax returns as
prepared by the Fund’s auditors, including without limitation, Forms
1120/8613.
|
|
v
|
Prepare state income breakdowns
where relevant.
|
|
v
|
File Form 1099 Miscellaneous for
payments to Trustees and other service
providers.
|
|
v
|
Monitor wash sale losses, PFICs
and other applicable book to tax basis
adjustments.
|
|
v
|
Calculate eligible dividend income
for corporate shareholders.
|
13
The
duties of the Co-Administrators shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against any of
the Co-Administrators hereunder. These Services do not include
correcting, verifying or addressing any prior actions or inactions by any Fund
or by any prior service provider. To the extent the Co-Administrators
agree to take such actions, those actions taken shall be deemed part of this
Schedule B.
14
Schedule
C
to
the
by
and between
and
UMB
Fund Services, Inc.
and
Mutual
Fund Administration Corporation
Zacks
Funds
Annual
Net Asset-Based Fees (per portfolio)
|
n
|
Up
to $150 million in assets
|
10.0*
basis points, plus
|
|
n
|
Next
$100 million in assets
|
8.0*
basis points, plus
|
|
n
|
Thereafter
|
5.0*
basis points, plus
|
Base
Annual Fee**
|
Per
portfolio
|
$35,000
|
Minimum
fees are aggregated and applied pro-rata across all funds.
CCO
Support Services
|
Annual
fee per fund
|
$4,000
|
Out-of-Pocket
and Other Expenses
Out-of-pocket
expenses include but are not limited to ▇▇▇▇▇ filing fees; design,
type-setting and printing of shareholder reports and prospectuses;
photocopying; storage fees for fund records; express delivery charges; travel on
behalf of fund business; and expenses, including but not limited to attorney’s
fees, incurred in connection with responding to and complying with SEC or other
regulatory investigations, inquiries or subpoenas, excluding routine
examinations of UMB in its capacity as a service provider to the
funds.
*Fund
Administration fees will be discounted by 60% for the first 9 months after
conversion to the Investment Manager’s Series Trust.
**The
minimum annual fee is subject to an annual escalation equal to the increase in
the Consumer Price Index –Urban Wage Earners (CPI) (but not to exceed five
percent (5.0%) per year). This escalation will be effective beginning one year
from the date of this Agreement (the “Anniversary Date”) and on the
corresponding Anniversary Date each year thereafter. CPI will be determined by
reference to the Consumer Price Index News Release issued by the Bureau of Labor
Statistics, U.S. Department of Labor.
15
Fees for
services not contemplated by this schedule will be negotiated on a case-by-case
basis.
16