Exhibit (h)(2)
IRONWOOD SERIES TRUST
COMPLIANCE SERVICES AGREEMENT
AGREEMENT made as of the 16th day of September, 2004, and amended and
restated as of February 22, 2007, by and between Ironwood Series Trust, a
Massachusetts business trust, with its principal office and place of business
at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Trust"), and Foreside
Compliance Services, LLC, a Delaware limited liability company with its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ("FCS").
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, of $0.001 per share (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, the Trust desires that FCS perform certain compliance services for
the Trust, each Fund and each Class thereof and FCS 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 FCS hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints FCS, and FCS hereby agrees, to provide a Chief
Compliance Officer ("CCO"), as described in Rule 38a-1 under the 1940 Act, as
amended ("Rule 38a-1"), for the period and on the terms and conditions set
forth in this Agreement.
(b) In connection therewith, the Trust has delivered to FCS copies of:
(i) the Trust's Declaration of Trust and Bylaws (collectively, as amended from
time to time, "Organizational Documents"); (ii) the Trust's current
Registration Statement, as amended or supplemented, 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" or "SAI", as the case may be, or the
"Disclosure Documents"); (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 policies and
procedures adopted by the Trust with respect to the Funds (e.g., repurchase
agreement procedures), and shall promptly furnish FCS with all amendments of or
supplements to the foregoing. The Trust shall deliver to FCS a certified copy
of the resolution of the Board of Trustees of the Trust (the "Board")
appointing FCS hereunder and authorizing the execution and delivery of this
Agreement.
SECTION 2. DUTIES OF FCS
(a) Subject to the approval of the Board, FCS shall make available to act as
the Trust's CCO a qualified person responsible for administering the Trust's
compliance program as provided in Rule 38a-1. Such person shall be competent
and knowledgeable regarding the federal securities laws and shall, in the
exercise of his or her duties to the Trust, act in good faith and in a manner
reasonably believed by him or her to be in the best interests of the Trust.
FCS' responsibility for the activities of the CCO are limited to the extent
that the Board shall make all decisions regarding the designation, termination
and level of compensation of the CCO as provided by Rule 38a-1.
(b) With respect to the Trust, the CCO shall:
(i) Report directly to the Board;
(ii) Review the Trust's compliance program policies and procedures
including those policies and procedures of the Trust's adviser,
administrator, principal underwriter and transfer agent (collectively,
Service Providers") that relate to the Trust;
(iii) Conduct periodic reviews of the Trust's compliance program to
incorporate any new or changed regulations, best practice
recommendations or other guidelines that may be appropriate;
(iv) Review no less frequently than annually, the adequacy of the
policies and procedures of the Trust and its Service Providers and the
effectiveness of their implementation;
(v) Apprise the Board of significant compliance events at the Trust or
its Service Providers;
(vi )Design testing methods for the Trust's compliance program policies
and procedures;
(vii) Perform and document periodic testing of certain key control
procedures (as appropriate to the circumstances), including reviewing
reports, investigating exceptions, and making inquiries of Trust
management and Service Providers;
(viii) Conduct periodic site visits to advisers and other Service
Providers as necessary;
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(ix) Provide training and deliver updates to the Trust or its Service
Providers, as necessary;
(x) Establish a quarterly reporting process to the Board, including both
written and oral reports. The CCO will attend regularly scheduled board
meetings as well as special meetings on an as-needed basis.
(xi) Prepare a written annual report for the Board and attend Board
meetings annually and as requested. Such report shall, at a minimum,
address (A) the operation of the Trust's and its Service Providers'
policies and procedures since the last report to the Board; (B) any
material changes to such policies and procedures since the last report;
(C) any recommendations for material changes to the policies and
procedures as a result of the periodic or annual reviews referred to in
Sections 2(b)(iii) and (iv) above; and (D) any "material compliance
matters" (as defined in Rule 38a-1) since the date of the last report;
and
(xii) No less than annually, the CCO shall meet separately with the
Trust's independent Trustees.
(c) With respect to the Trust, FCS shall
(i) Provide compliance support for intermediary agreements that pertain
to the Trust, including, but not limited to dealer agreements and
platform agreements. This includes reviewing standard and non-standard
intermediary and related documents in conjunction with the Trust's
administrator, making comments and amending agreements, and maintaining
a database of documents in hardcopy and electronic format;
(ii) Review and approve communications with the public (including
"internal use" or "broker-dealer use" only material), as well as
quarterly financial statements, for the Trust's compliance with
applicable law;
(iii) Subject to the approval of the Board, make available a qualified
person to act as the Trust's Anti-Money Laundering Compliance Officer
("AMLCO") who is competent and knowledgeable regarding anti-money
laundering rules and regulations applicable to mutual funds.
(iii) Assist the Trust with compliance matters as requested.
(d) FCS 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.
(e) FCS shall maintain records relating to its services, such as compliance
policies and procedures, relevant Board presentations, annual reviews, and
other records, as are required to be maintained under the 1940 Act and Rule
38a-1 thereunder, as well as those records required under the Securities
Exchange Act of 1934, as amended, and Rule 17a-3 and 17a-4
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thereunder. Such reports shall be maintained in the manner and for the periods
as are required under the applicable rule or regulation. The books and records
pertaining to the Trust that are in possession of FCS 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 FCS's normal business
hours. Upon the reasonable request of the Trust, copies of any such books and
records shall be provided promptly by FCS 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 FCS's obligations hereunder,
FCS shall, at the expense and direction of the Trust, transfer to such
successor all relevant books, records and other data established or maintained
by FCS under this Agreement.
(f) Nothing contained herein shall be construed to require FCS to perform
any service that could cause FCS to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
("Advisers Act") or that could cause a Fund to act in contravention of the
Fund's Prospectus or SAI or Disclosure Documents or any provision of the 1940
Act. Except with respect to FCS's duties as set forth in this Section 2 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.
(g) In order for FCS to perform the services required by this Section 2, the
Trust (i) shall take reasonable steps to encourage all Service Providers to
furnish any and all information to FCS as reasonably requested by FCS, and
assist FCS as may be required and (ii) shall take reasonable steps to obtain
the result that FCS has access to all records and documents maintained by the
Trust or any Service Provider.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) FCS shall be under no duty to take any action except as set forth in
Section 2 hereof or as specifically set forth herein or as may be specifically
agreed to by FCS in writing. FCS shall use its best judgment and efforts in
rendering the services described in this Agreement. FCS shall not be liable to
the Trust or any of the Trust's shareholders for any action or inaction of FCS
relating to any event whatsoever in the absence of bad faith, willful
misfeasance or negligence in the performance of FCS's duties or obligations
under this Agreement or by reason of FCS's reckless disregard of its duties and
obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless FCS, its employees and
agents, directors and officers ("FCS Indemnitees"), against and from any and
all claims, demands, actions, suits, judgments, liabilities, losses, damages,
costs, charges, and reasonable counsel fees arising out of FCS'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) (a "FCS Claim"), so long as
such actions or inactions do not constitute a breach of this Agreement or any
representation or warranty contained herein. The
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Trust shall not be required to indemnify any FCS Indemnitee if, prior to
confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee
does not give the Trust written notice of and reasonable opportunity to defend
against the FCS Claim in its own name or in the name of the FCS Indemnitee.
(c) FCS 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) FCS'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 FCS's representation set forth in
Section 13 (a "Trust Claim"), (iii) any breach of this Agreement, or any
representation or warranty contained herein, by FCS, or (iv) FCS's violation of
law. FCS 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 FCS 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 FCS Indemnitee shall not be liable for any action taken or failure to
act in reasonable and good faith reliance upon, and in its performance of its
duties hereunder:
(i) the advice of the Trust, the Trust's outside counsel or 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 FCS has such reasonable belief
in good faith, FCS 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 FCS may rely upon the genuineness of any such document or copy
thereof reasonably believed in good faith by FCS 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 FCS to be genuine and to have been signed or presented by or on behalf of
the Trust;
and no FCS 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 FCS reasonably believes in good faith to
be genuine.
(e) FCS shall not be liable for the errors of other Service Providers or
their systems, except to the extent such Service Provider is an affiliate of
FCS.
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(f) The Trust, and not FCS, shall be solely responsible for the designation
and level of compensation of the Trust CCO, as well as for removing the CCO
from his or her responsibilities related to the Trust in accordance with Rule
38a-1. Therefore, notwithstanding the provisions of this Section 3, the Trust
shall supervise the activities of the Trust CCO with regard to such activities.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) FCS 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;
(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
assist the CCO in the performance of his or her duties and obligations under
this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of FCS, enforceable against FCS 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 will not violate any agreement
between FCS and any third party;
(vii) It shall make available a person who is competent and knowledgeable
regarding the federal securities laws and is otherwise reasonably qualified
to act as a CCO and who will, in the exercise of his or her duties to the
Trust, act in good faith and in a manner reasonably believed by him or her
to be in the best interests of the Trust;
(viii) It shall compensate the CCO fairly, subject to the Board's right
under any applicable regulation (e.g., Rule 38a-1) to approve the
designation, termination and level of compensation of the CCO. In addition,
it shall not retaliate against the CCO should the CCO inform the Board of a
compliance failure or take aggressive action to ensure compliance with the
federal securities laws by the Trust or a Service Provider;
(ix) It shall report to the Board promptly if FCS learns about CCO
malfeasance or in the event the CCO is terminated as a CCO by another fund;
and
(x) It shall report to the Board if at any time the CCO is subject to the
"bad boy" disqualifications as set forth in Section 15(b)(4) of the
Securities Exchange Act of 1934, as amended, or Section 9 of the 1940 Act;
and
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(xi) The various procedures and systems which FCS has implemented with
regard to safekeeping from loss or damage attributable to fire, theft or any
other cause of the records and other data of the Trust and FCS' records,
data, equipment, facilities and other property used in the performance of
its obligations hereunder are adequate and FCS will make such changes
therein from time to time as are reasonably required for the performance of
its obligations hereunder.
(b) The Trust represents and warrants to FCS 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;
(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; and
(vii) The CCO and the AMLCO shall be covered by the Trust's Directors &
Officers/Errors & Omissions Policy (the "Policy"), and the Trust shall use
commercially reasonable efforts to ensure that the CCO's and the AMLCO's
coverage be (a) reinstated should the Policy be cancelled or terminated;
(b) continued after the CCO and AMLCO cease to serve as the Trust's CCO on
substantially the same terms as such coverage is provided for the Trust
officers after such persons are no longer officers of the Trust; or
(c) continued in the event the Trust merges or terminates, on substantially
the same terms as such coverage is provided for the Trust officers. The
Trust shall provide FCS with proof of current coverage, including a copy of
the Policy, and shall notify FCS immediately should the Policy be cancelled
or terminated.
(viii) The CCO and AMLCO are named officers in the Trust's bylaws and
subject to the provisions of the Trust's Organizational Documents regarding
indemnification of its officers.
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SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the compliance services provided by FCS pursuant to
this Agreement, the Trust shall pay FCS the fees set forth in Appendix B hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in Appendix B hereto shall be payable monthly
on the first business day of each calendar month for services to be performed
during the following calendar month. If fees payable for the services listed in
Appendix B 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 FCS such compensation as shall be payable prior to
the effective date of termination.
(b) In connection with the services provided by FCS pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse FCS for any
out of pocket charges reasonably incurred and adequately documented as set
forth on Appendix B hereto. Reimbursements shall be payable as incurred. Should
the Trust exercise its right to terminate this Agreement, the Trust, on behalf
of the applicable Fund, shall reimburse FCS for all reasonably incurred and
adequately documented out-of-pocket expenses and employee time (at 150% of
salary) associated with the copying and movement of records and material to any
successor person and providing 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) FCS 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;
provided, however, that FCS shall in all cases first reasonably attempt to
apply to and obtain the advice and opinion of in-house counsel to FCS. The
costs of any such advice or opinion of counsel to either the Trust or to FCS
shall be borne by the Trust.
(d) Notwithstanding anything in this Agreement to the contrary, FCS 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.
(e) The Trust shall be responsible for and assumes the obligation for
payment of all of its expenses, including: (i) the fee payable under this
Agreement; (ii) the fees payable to each investment adviser under an agreement
between the investment adviser and the Trust; (iii) expenses of issue,
repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage
fees and commissions; (v) premiums of insurance for the Trust, the Trustees,
the CCO and other officers and fidelity bond premiums; (vi) fees, interest
charges and expenses of third parties, including the Trust's independent
accountants, custodians, transfer agents, dividend
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disbursing agents and fund accountants; (vii) fees of pricing, interest,
dividend, credit and other reporting services; (viii) costs of membership in
trade associations; (ix) telecommunications expenses; (x) funds transmission
expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming
the Trust and maintaining its existence; (xiii) costs of preparing, filing and
printing the Trust's Prospectuses, subscription application forms and
shareholder reports and other communications and delivering them to existing
shareholders, whether of record or beneficial; (xiv) expenses of meetings of
shareholders and proxy solicitations therefor; (xv) costs of maintaining books
of original entry for portfolio and fund accounting and other required books
and accounts, of calculating the net asset value of Shares and of preparing tax
returns; (xvi) costs of reproduction, stationery, supplies and postage;
(xvii) fees and expenses of the Trust's Trustees and officers; (xviii) costs of
Board, Board committee, and other corporate meetings; (xix) SEC registration
fees and related expenses; (xx) state, territory or foreign securities laws
registration fees and related expenses; and (xxi) all fees and expenses paid by
the Trust in accordance with any Plan or Service Plan or agreement related to
similar matters.
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.
(b) This Agreement shall continue in effect with respect to a Fund until
terminated and shall be renewed annually, the first renewal occurring no later
than February 28, 2006.
(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 sixty (60) days' written
notice to FCS or (ii) by FCS on sixty (60) days' written notice to the Trust;
provided, however, that the Board will have the right and authority to
terminate the Trust's relationship with the CCO at any time, with or without
cause.
(d) Should the person acting as CCO be terminated by FCS, the Board retains
the right to terminate the CCO as the Trust's CCO as described in (c) above. In
this case, FCS will provide a temporary CCO until a new, permanent one is found.
(e) The provisions of Sections 2(e), 3, 5(b), 6(e), 6(f), 8, 9, 13, 14(a)
and 14(i) shall survive any termination of this Agreement.
(f) This Agreement and the rights and duties under this Agreement otherwise
shall not be assignable by either FCS 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.
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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. FCS or the Trust may elect not to make any
such series or classes subject to this Agreement.
SECTION 8. CONFIDENTIALITY
FCS agrees to treat all records and other information related to the Trust
as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that FCS may:
(a) release such other information as approved by the Trust, which approval
shall not be unreasonably withheld where FCS is advised by counsel that it may
be exposed to civil or criminal contempt proceedings for failure to release the
information (provided, however, that FCS 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; and
(b) FCS shall abide by the Trust's privacy policy pursuant to Regulation S-P
promulgated under Section 504 of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.
SECTION 9. FORCE MAJEURE
FCS 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, strikes or other industrial action, fire, mechanical breakdowns,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply; provided, however, that
FCS shall have reasonable disaster recovery plans in place. In addition, to the
extent FCS's obligations hereunder are to oversee or monitor the activities of
third parties, FCS shall not be liable for any failure or delay in the
performance of FCS' 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 FCS.
SECTION 10. ACTIVITIES OF FCS
(a) Except to the extent necessary to perform FCS's obligations under this
Agreement, nothing herein shall be deemed to limit or restrict FCS's right, or
the right of any of FCS'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, FCS 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 FCS, who agree to comply
with the terms of this Agreement; provided, that
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any such subcontracting shall not relieve FCS of its responsibilities
hereunder. FCS may pay those persons for their services, but no such payment
will increase FCS's compensation or reimbursement of expenses from the Trust.
SECTION 11. COOPERATION WITH INDEPENDENT ACCOUNTANTS
FCS 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 FCS, 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 FCS 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
FCS'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. 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.
(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
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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 FCS 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.
(k) The term "affiliated person" shall have the meanings ascribed thereto in
the 1940 Act.
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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 SERIES TRUST
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
FORESIDE COMPLIANCE SERVICES, LLC
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: -----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Partner
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ICM SERIES TRUST
COMPLIANCE SERVICES AGREEMENT
APPENDIX A
DATED SEPTEMBER 16, 2004
FUNDS OF THE TRUST:
.. Ironwood/Isabelle Small-Cap Value Fund
CLASSES OF THE TRUST:
.. Investment Shares
.. Institutional Shares
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