UNDERLYING FUNDS TRUST FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into this 28th day of April, 2006, by and among
ALTERNATIVE INVESTMENT
PARTNERS, LLC, a Delaware limited company (the “Adviser”),
UNDERLYING
FUNDS TRUST, a
Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
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 is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of providing fund administration
services for the benefit of its customers; and
WHEREAS,
the Adviser and the Trust desire to retain USBFS to provide fund administration
services to each of the series of the Trust listed on Exhibit A hereto (as
amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants 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:
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1.
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Appointment
of USBFS as Administrator
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The
Adviser and the Trust hereby appoint USBFS as administrator of the Trust on the
terms and conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed by
or may be asserted against USBFS hereunder.
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2.
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Services
and Duties of USBFS
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USBFS
shall provide the following administration services to the Funds:
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A.
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General
Fund Management:
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(1)
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Act
as liaison among Fund service
providers.
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(2)
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Supply:
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a.
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Corporate
secretarial services.
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b.
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Office
facilities (which may be in USBFS’s, or an affiliate’s, own
offices).
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c.
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Non-investment-related
statistical and research data as
needed.
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(3)
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Coordinate
the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”)
communications, such as:
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a.
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Prepare
meeting agendas and resolutions, with the assistance of Fund
counsel.
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b.
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Prepare
reports for the Board of Trustees based on financial and administrative
data.
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c.
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Evaluate
independent auditor.
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d.
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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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e.
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Prepare
minutes of meetings of the Board of Trustees and Fund
shareholders.
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f.
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Recommend
dividend declarations to the Board of Trustees and prepare and distribute
to appropriate parties notices announcing declaration of dividends and
other distributions to
shareholders.
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g.
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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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(4)
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Audits:
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a.
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Prepare
appropriate schedules and assist independent
auditors.
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b.
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Provide
information to the SEC and facilitate audit
process.
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c.
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Provide
office facilities.
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(5)
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Assist
in overall operations of the Fund.
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(6)
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Pay
Fund expenses upon written authorization from the
Trust.
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(7)
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Keep
the Trust’s governing documents, including its charter, bylaws and minute
books, but only to the extent such documents are provided to USBFS by the
Trust or its representatives for safe
keeping.
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B.
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Compliance:
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(1)
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Regulatory
Compliance:
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a.
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Monitor
compliance with the 1940 Act requirements,
including:
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(i)
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Asset
diversification tests.
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(ii)
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Total
return and SEC yield calculations.
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(iii)
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Maintenance
of books and records under Rule
31a-3.
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(iv)
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Code
of ethics requirements under Rule 17j-1 for the disinterested
Trustees.
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b.
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Monitor
Fund's compliance with the policies and investment limitations as set
forth in its prospectus (the “Prospectus”) and statement of additional
information (the “SAI”).
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2
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c.
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Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested by the
Trust in connection with any certification required of the Trust pursuant
to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall not
be deemed to change USBFS’s standard of care as set forth
herein.
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d.
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Monitor
applicable regulatory and operational service issues, and update Board of
Trustees periodically.
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(2)
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Blue
Sky Compliance:
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a.
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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 Fund so as to enable the Fund to make a continuous
offering of its shares in all
states.
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b.
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Monitor
status and maintain registrations in each
state.
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c.
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Provide
updates regarding material developments in state securities
regulation.
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(3)
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SEC
Registration and Reporting:
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a.
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Assist
Fund counsel in annual update of the Prospectus and SAI and in preparation
of proxy statements as needed.
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b.
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Prepare
and file annual and semiannual shareholder reports, Form N-SAR, Form
N-CSR, and Form N-Q filings and Rule 24f-2 notices. As
requested by the Trust, prepare and file Form N-PX
filings.
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c.
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Coordinate
the printing, filing and mailing of Prospectuses and shareholder reports,
and amendments and supplements
thereto.
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d.
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File
fidelity bond under Rule 17g-1.
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e.
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Monitor
sales of Fund shares and ensure that such shares are properly registered
or qualified, as applicable, with the SEC and the appropriate state
authorities.
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(4)
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IRS
Compliance:
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a.
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Monitor
the Trust’s status as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the “Code”), including
without limitation, review of the
following:
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(i)
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Asset
diversification requirements.
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(ii)
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Qualifying
income requirements.
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(iii)
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Distribution
requirements.
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b.
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Calculate
required distributions (including excise tax
distributions).
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3
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C.
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Financial
Reporting:
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(1)
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Provide
financial data required by the Prospectus and
SAI.
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(2)
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Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Board of Trustees, the SEC, and independent
accountants.
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(3)
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Supervise
the Fund’s custodian and fund accountants in the maintenance of the Fund’s
general ledger and in the preparation of the Fund’s financial statements,
including oversight of expense accruals and payments, the determination of
net asset value and the declaration and payment of dividends and other
distributions to shareholders.
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(4)
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Compute
the yield, total return, expense ratio and portfolio turnover rate of each
class of the Fund.
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(5)
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Monitor
the expense accruals and notify the Trust’s management of any proposed
adjustments.
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(6)
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Prepare
monthly financial statements, which include, without limitation, the
following items:
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a.
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Schedule
of Investments.
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b.
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Statement
of Assets and Liabilities.
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c.
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Statement
of Operations.
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d.
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Statement
of Changes in Net Assets.
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e.
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Cash
Statement.
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f.
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Schedule
of Capital Gains and Losses.
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(7)
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Prepare
quarterly broker security transaction
summaries.
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D.
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Tax
Reporting:
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(1)
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Prepare
and file on a timely basis appropriate federal and state tax returns
including, without limitation, Forms 1120/8610, with any necessary
schedules.
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(2)
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Prepare
state income breakdowns where
relevant.
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(3)
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File
Form 1099 for payments to disinterested Trustees and other service
providers.
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(4)
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Monitor
wash sale losses.
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(5)
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Calculate
eligible dividend income for corporate
shareholders.
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3.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Adviser shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the
billing notice, except for any fee or expense subject to a good faith
dispute. The Adviser shall notify USBFS in writing within 30 calendar
days following receipt of each invoice if the Adviser is disputing any amounts
in good faith. The Adviser shall pay such disputed amounts within 10 calendar
days of the day on which the parties agree to the amount to be
paid. With the exception of any fee or expense the Adviser is
disputing in good faith as set forth above, unpaid invoices shall accrue a
finance charge of 1½% per month after the due date. Notwithstanding anything to
the contrary, amounts owed by the Trust to USBFS shall only be paid out of the
assets and property of the particular Fund involved.
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4.
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Representations
and Warranties
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A.
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The
Adviser and the Trust hereby represent and warrant to USBFS, which
representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that:
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(1)
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They
are duly organized and existing under the laws of the jurisdiction of
their organization, with full power to carry on their business as now
conducted, to enter into this Agreement and to perform their obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the Adviser
and the Trust in accordance with all requisite action and constitutes a
valid and legally binding obligation of the Adviser and the Trust,
enforceable 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
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Adviser and the Trust, which
representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable 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
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5
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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5.
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Standard
of Care; Indemnification; Limitation of Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Adviser or the Trust in
connection with its duties under this Agreement, including losses
resulting from mechanical breakdowns or the failure of communication or
power supplies beyond USBFS’s control, except a loss arising out of or
relating to USBFS’s refusal or failure to comply with the terms of this
Agreement or from its bad faith, negligence, or willful misconduct in the
performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if USBFS has exercised reasonable
care in the performance of its duties under this Agreement, the Adviser
and the Trust shall indemnify and hold harmless USBFS from and against any
and all claims, demands, losses, expenses, and liabilities of any and
every nature (including reasonable attorneys’ fees) that USBFS may sustain
or incur or that may be asserted against USBFS by any person arising out
of any action taken or omitted to be taken by it in performing the
services hereunder (i) in accordance with the foregoing standards, or (ii)
in reliance upon any written or oral instruction provided to USBFS by any
duly authorized officer of the Adviser or the Trust, as approved by the
Board of Trustees of the Trust, except for any and all claims, demands,
losses, expenses, and liabilities arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or from its
bad faith, negligence or willful misconduct in the performance of its
duties under this Agreement. This indemnity shall be a
continuing obligation of the Adviser and the Trust, its successors and
assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the term “USBFS” shall include USBFS’s directors,
officers and employees.
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USBFS
shall indemnify and hold the Adviser and the Trust harmless from and against any
and all claims, demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys’ fees) that the Adviser or the Trust may
sustain or incur or that may be asserted against the Adviser or the Trust by any
person arising out of any action taken or omitted to be taken by USBFS as a
result of USBFS’s refusal or failure to comply with the terms of this Agreement,
or from its bad faith, negligence, or willful misconduct in the performance of
its duties under this Agreement. This indemnity shall be a continuing
obligation of USBFS, its successors and assigns, notwithstanding the termination
of this Agreement. As used in this paragraph, the terms “Adviser”
and “Trust” shall include the Trust’s respective trustees, directors,
officers and employees.
6
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Adviser and the Trust
shall be entitled to inspect USBFS’s premises and operating capabilities at any
time during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Adviser and the Trust, at
such times as the Adviser and the Trust may reasonably require, copies of
reports rendered by independent accountants on the internal controls and
procedures of USBFS relating to the services provided by USBFS under this
Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
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B.
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In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
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7
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C.
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The
indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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D.
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If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
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6.
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Data
Necessary to Perform Services
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The Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
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7.
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Proprietary
and Confidential Information
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USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Adviser and the Trust, all
records and other information relative to the Adviser and the Trust and prior,
present, or potential shareholders of the Trust (and clients of said
shareholders), and not to use such records and information for any purpose other
than the performance of its responsibilities and duties hereunder, except (i)
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where USBFS may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii)
when requested to divulge such information by duly constituted authorities, or
(iii) when so requested by the Adviser or the Trust. Records and
other information which have become known to the public through no wrongful act
of USBFS or any of its employees, agents or representatives, and information
that was already in the possession of USBFS prior to receipt thereof from the
Trust or its agent, shall not be subject to this paragraph.
Further,
USBFS will adhere to the privacy policies adopted by the Adviser and the Trust
pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time
to time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust and its
shareholders.
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8.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Adviser and the Trust, but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section 31 of
the 1940 Act and the rules thereunder. USBFS agrees that all such
records prepared or maintained by USBFS relating to the services to be performed
by USBFS hereunder are the property of the Trust and will be preserved,
maintained, and made available in accordance with such applicable sections and
rules of the 1940 Act and will be promptly surrendered to the Trust or its
designee on and in accordance with its request.
8
9. Compliance with
Laws
The Trust
has and retains primary responsibility for all compliance matters relating to
the Fund, including but not limited to compliance with the 1940 Act, the Code,
the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of the
Fund relating to its portfolio investments as set forth in its Prospectus and
SAI. USBFS’s services hereunder shall not relieve the Trust of its
responsibilities for assuring such compliance or the Board of Trustee’s
oversight responsibility with respect thereto.
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10.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving 90
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party upon the breach of the other party of
any material term of this Agreement if such breach is not cured within 15 days
of notice of such breach to the breaching party. This Agreement may
not be amended or modified in any manner except by written agreement executed by
USBFS and the Trust, and authorized or approved by the Board of
Trustees.
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11.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Adviser and the Trust by
written notice to USBFS, USBFS will promptly, upon such termination and at the
expense of the Adviser, transfer to such successor all relevant books, records,
correspondence and other data established or maintained by USBFS under this
Agreement in a form reasonably acceptable to the Adviser (if such form differs
from the form in which USBFS has maintained the same, the Adviser shall pay any
expenses associated with transferring the data to such form), and will cooperate
in the transfer of such duties and responsibilities, including provision for
assistance from USBFS’s personnel in the establishment of books, records and
other data by such successor. If no such successor is designated,
then such books, records and other data shall be returned to the
Trust.
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12.
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Assignment
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This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Adviser or the Trust without the written consent of
USBFS, or by USBFS without the written consent of the Trust accompanied by the
authorization or approval of the Trust’s Board of Trustees.
9
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13.
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Governing
Law
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This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. 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 SEC
thereunder.
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14.
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No
Agency Relationship
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Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
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15.
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Services
Not Exclusive
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Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
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16.
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Invalidity
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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.
17. Legal-Related
Services
Nothing
in this Agreement shall be deemed to appoint USBFS and its officers, directors
and employees as the Fund attorneys, form attorney-client relationships or
require the provision of legal advice. The Fund acknowledges that
in-house USBFS attorneys exclusively represent USBFS and rely on outside counsel
retained by the Fund to review all services provided by in-house USBFS attorneys
and to provide independent judgment on the Fund’s behalf. Because no
attorney-client relationship exists between in-house USBFS attorneys and the
Fund, any information provided to USBFS attorneys may not be privileged and may
be subject to compulsory disclosure under certain
circumstances. USBFS represents that it will maintain the
confidentiality of information disclosed to its in-house attorneys on a best
efforts basis.
10
18. 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 on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
and
notice to the Trust shall be sent to:
Alternative
Investment Partners, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇
▇▇▇-▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
19. Multiple
Originals
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
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ALTERNATIVE
INVESTMENT PARTNERS, LLC
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U.S.
BANCORP FUND SERVICES, LLC
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By: /s/ ▇▇▇
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇
▇▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
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Title:
Chief Executive
Officer
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Title: Senior Vice
President
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AIP
ALTERNATIVE STRATEGIES FUNDS
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By: /s/ ▇▇▇
▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇
▇▇▇▇▇▇▇▇▇
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Title:
President
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11
Exhibit
A
to
the
Separate
Series of Underlying Funds Trust
Convertible
Bond Arbitrage - I Portfolio
Fixed
Income Arbitrage - I Portfolio
Merger
Arbitrage - I Portfolio
Long/Short
Equity - Earning Revision - I Portfolio
Long/Short
Equity – Momentum - I Portfolio
Long/Short
Equity - Deep Discount Value - I Portfolio
Long/Short
Equity – International - I Portfolio
Long/Short
Equity – Global - I Portfolio
Long/Short
Equity – REIT - I Portfolio
Distressed
Securities & Special Situations - I Portfolio
Distressed
Securities & Special Situations - 2 Portfolio
Global
Hedged Income - 1 Portfolio
A-1
Exhibit
B
to
the
Fee
Schedule
|
FUND
ADMINISTRATION & COMPLIANCE SERVICES
FEE
SCHEDULE ALTERNATIVE INVESTMENT PARTNERS (Non Publicly Traded
RICs)
EFFECTIVE
05/01/2006
|
|
|
Domestic
Funds
Annual Fee Based Upon
Market Value Per
Fund*
Minimum
annual fee: $____ per fund portfolio*
*$_____
per fund portfolio – year 1
$_____
/year/ fund annual system charge beginning year 2
Conversion
and extraordinary services quoted
separately.
Daily Performance
Reporting (Pre- & Post-
Tax)
· Performance
Service – $____ /CUSIP/month
· Setup
– $____ /CUSIP
· Conversion
– quoted separately
· FTP
Delivery – $____ setup per FTP site
Daily
Compliance Services (▇▇▇▇▇▇▇
River)
(if
applicable)
· Base
fee – $____ /fund/month
|
Annual Wash-Sale
Calculation (Gainskeeper)
· Base
fee – $____ /fund
CCO
Support
· $____
annually - per business line
Plus
out-of-pocket expenses, including but not limited to:
· Postage,
Stationery
· Programming,
Special Reports
· Proxies,
Insurance
· ▇▇▇▇▇
filing
· Retention of
records
· Federal
and state regulatory filing fees
· Certain
insurance premiums
· Expenses
from board of directors meetings
· Auditing
and legal expenses
· Blue
Sky conversion expenses (if necessary)
· All
other out-of-pocket expenses
Fees
are billed monthly.
· *
Subject to CPI increase, Milwaukee
MSA.
|
B-1