ADMINISTRATION AGREEMENT BETWEEN STOCKCAR STOCKS MUTUAL FUND, INC. AND PEAK WEALTH OPPORTUNITIES, LLC
EX-99.23.(h)i
BETWEEN STOCKCAR STOCKS MUTUAL FUND, INC.
AND
PEAK WEALTH OPPORTUNITIES, LLC
THIS ADMINISTRATION AGREEMENT is entered into as of the 15th day of April, 2008, by and between Stockcar Stocks Mutual Fund, Inc. (the Company"), a Maryland corporation having its principal office and place of business at Sugar Creek Professional Center ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Peak Wealth Opportunities, LLC (the "Administrator"), a Delaware company having its principal office and place of business at Sugar Creek Professional Center ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH:
WHEREAS , the Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act"), as an open-end diversified management investment company;
WHEREAS , the Company is authorized to issue various series of shares, each of which represents a separate portfolio of investments, and may establish additional series of shares (each series now or hereafter listed on Schedule A hereto, as such schedule may be amended from time to time, shall be referred to herein as a "Fund"); and
WHEREAS , the Company desires to retain the administrator to provide administrative services to the Fund, and the Administrator is willing to provide said services directly or through other entities;
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows:
1.
EMPLOYMENT; DUTIES OF THE ADMINISTRATOR
1.1 The Company hereby employs the Administrator as administrator of each Fund, and the Administrator agrees to provide the services set forth herein in return for the compensation under Paragraph 2.
1.2 Subject to the supervision and direction of the Board of Directors of the Company (the "Directors"), the Administrator shall supervise the Fund's business and affairs and shall provide the services required for the effective administration of the Fund to the extent not otherwise provided by employees, agents or contractors of the Company. These services shall include: (i) furnishing, without cost to the Fund, such office space, equipment, facilities and personnel as needed in connection with the Fund's operations, (ii) supervising the preparation and filing of all documents required for compliance by the Fund with the federal and state securities laws, (iii) monitoring and reporting on compliance by the Fund with its investment policies and restrictions, (iv) furnishing clerical and bookkeeping services as needed by the Fund in connection with its operation (including establishing appropriate expense accruals, maintaining expense files and coordinating payment of invoices), (v) maintaining the books and records required by the 1940 Act, (vi) fund accounting, (vii) assisting in the preparation and distribution of annual and other reports to shareholders of the Fund, (viii) monitoring and reporting on compliance with FINRA rules, (ix) monitoring and reporting on compliance with applicable Internal Revenue Code provisions and regulations, (x) supervising the preparation and filing of any federal, state and local income tax returns, (xi) preparing for meetings of the Directors and shareholders, (xii) permitting its directors, officers and employees to serve, without compensation from the Company or the Fund, as Directors or officers of the Company, (xiii) overseeing the determination and publication of the Fund's net asset value per share in accordance with the Fund's policies, and (xiv) overseeing relations with, and the performance of, agents engaged by the Company, such as its transfer agent, custodian, independent accountants and legal counsel.
Nothing contained herein shall be deemed to relieve or deprive the Directors of their responsibility for and control of the conduct of the affairs of the Company or the Fund.
1.2 The administrative services provided hereunder will exclude (i) portfolio custodial services provided by the Company's custodian, (ii) transfer agency services provided by the Company's transfer agent, (iii) distribution services provided by the distributor of the Company's shares and (iv) any administrative services provided by the Company's investment adviser pursuant to its investment advisory agreements with the Company.
1.3 This agreement shall not become effective until such time as Summit Services, LLC is no longer providing services to the Trust. This date shall be the earliest practical date as Peak Wealth Opportunities, LLC is able to assume responsibility currently provided to the Trust.
2.
ADMINISTRATION FEES
2.1 As compensation for the services rendered and the expenses assumed by the Administrator pursuant to this Agreement, the Fund shall pay the Administrator a fee computed at the annual rate set forth on Schedule A, as such schedule may be amended from time to time.
2.2 The administration fee shall be accrued daily by the Fund and paid to the Administrator at the end of each calendar month. In the case this Agreement becomes effective or terminates with respect to the Fund before the end of any month, the administration fee for that month shall be calculated on the basis of the number of business days during which it is in effect for that month.
3.
EXPENSES
The Fund shall bear all expenses of its operation (including its proportionate share of the general expenses of the Company) not specifically assumed by the Administrator. Expenses borne by the Fund shall include, but are not limited to, (i) organizational and offering expenses of the Fund and expenses incurred in connection with the issuance of shares of the Fund; (ii) fees of the Company's custodian and transfer agent; (iii) expenditures in connection with meetings of shareholders and Directors, other than those called solely to accommodate the Administrator; (iv) compensation and expenses of Directors who are not interested persons of the Company or the Administrator ("Disinterested Directors"); (v) the costs of any liability, uncollectible items of deposit and other insurance or fidelity bond; (vi) the cost of preparing, printing, and distributing prospectuses and statements of additional information, any supplements thereto, proxy statements, and reports for existing shareholders; (vii) legal, auditing, and accounting fees; (viii) trade association dues; (ix) filing fees and expenses of registering and maintaining registration of shares of the Fund under applicable federal and state securities laws; (x) brokerage commissions; (xi) taxes and governmental fees; and (xii) extraordinary and non-recurring expenses.
4.
REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR AND THE
COMPANY
4.1 The Administrator represents and warrants to the Company that:
(a) It is a corporation duly organized and existing, in good standing, under the laws of the State of Florida.
(b) It is duly qualified to carry on its business in the State of Florida.
(c) It is empowered under applicable laws and by its Charter and Operating Agreement to enter into and perform this Agreement.
(d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
4.2 The Company represents and warrants to the Administrator that:
(a) It is a corporation duly organized and existing, in good standing, under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.
(c) All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.
(d) A registration statement under the Securities Act of 1933, as amended, and the 1940 Act is currently effective and will remain effective and appropriate securities filings have been made and will continue to be made, with respect to all shares of the Funds being offered for sale.
5. CONFIDENTIALITY
Subject to the duty of the Company or the Administrator to comply with applicable law, each party agrees, on its own behalf and on behalf of its employees, agents and contractors, to treat as confidential all information with respect to the other party received pursuant to this Agreement.
6. DELEGATION OF DUTIES
The Administrator may delegate to a sub-administrator the performance of any or all of its duties hereunder with respect to one or more Funds. The Administrator shall be responsible to the Company and the Funds for the acts and omissions of any sub-administrator to the same extent as it is for its own acts and omissions. The Administrator shall compensate any sub-administrator retained pursuant to this Agreement out of the fees it receives pursuant to Paragraph 2 above.
7. LIABILITY
7.1 The Administrator and its officers, managers or employees shall not be liable for, and each Fund shall indemnify and hold the Administrator harmless from, any and all losses, damages, or expenses resulting from any action taken or omitted to be taken by the Administrator hereunder, except a loss, damage or expense resulting from willful misfeasance, bad faith or negligence of the Administrator or that of its officers, managers or employees or the reckless disregard by the Administrator or its officers, directors or employees of obligations and duties hereunder. Nothing herein shall in any way constitute a waiver or limitation of any rights which may exist under any federal securities laws.
7.2 A copy of the Company's Amended and Restated Articles of Incorporation of Company is on file with the Secretary of State of Maryland, and notice is hereby given that this Agreement is executed on behalf of the Directors as Directors and not individually. The Administrator acknowledges and agrees that the obligations of a Fund hereunder are not binding upon any of the Directors or shareholders of the Fund personally but are binding only upon the assets and property of that Fund and no other.
8. FUND RECORDS
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains on behalf of the Company are the property of the Company, will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act, and will be surrendered promptly to the Company upon request.
9. ADDITIONAL FUNDS
In the event that the Company establishes one or more series of shares with respect to which it desires to have the Administrator render services under this Agreement, it shall so notify the Administrator in\writing. If the Administrator agrees in writing to provide said services, such series of shares shall become a Fund hereunder upon execution of a new Schedule A and approved by the Directors.
10. TERM OF AGREEMENT
This Agreement, as amended, shall become effective on the date above written and shall continue in effect for two years from such date unless sooner terminated as hereinafter provided. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year so long as such continuation is approved at least annually for each Fund by the Directors, including a majority of the Disinterested Directors, or by the vote of a majority of the outstanding voting securities of the
Fund.
11. TERMINATION
This Agreement may be terminated by either party upon sixty (60) days' prior written notice to the other. Termination of this Agreement with respect to one Fund shall not affect the continued effectiveness of this Agreement with respect to any other Fund.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by the Directors.
13. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
14. APPLICABLE LAW
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Ohio, except insofar as the 1940 Act may be controlling.
15. DEFINITIONS
As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons," and "assignment" shall have the meaning as set forth in the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
16. SEVERABILITY
The provisions of this Agreement shall be considered severable and if any provision of this Agreement is deemed to be invalid or contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provision of this Agreement which is valid.
17. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
18. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to b duly executed and attested by their duly authorized officers on the day and year first above written.
STOCKCAR STOCKS MUTUAL
FUNDS, INC.
ATTEST :
By: /s/ ▇▇▇▇ ▇▇▇▇
Name of Officer – ▇▇▇▇ ▇▇▇▇
_________________
Title of Officer - President
PEAK WEALTH OPPORTUNITIES, LLC
ATTEST :
By: /s/ ▇▇▇▇ ▇▇▇▇
Name of Officer – ▇▇▇▇ ▇▇▇▇
_________________
Title of Officer - President
STOCKCAR STOCKS MUTUAL FUND, INC.
SCHEDULE A
Each Fund shall pay to the Administrator a fee computed at the annual rate as set forth below:
ANNUAL FEE
First $50,000,000
0.40%
Next $25,000,000
0.30%
In excess of $75,000,000
0.20%