SUBADMINISTRATION AGREEMENT
The
following is a subadministration agreement between Atlantic Fund Administration,
LLC and ▇▇▇▇▇▇ Investors’ Service, Inc. for The ▇▇▇▇▇▇
Managed Equity Trust and The ▇▇▇▇▇▇ Managed Income Trust.
TABLE
OF CONTENTS
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SECTION
1.
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APPOINTMENT
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3
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SECTION
2.
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DUTIES OF THE
SUBADMINISTRATOR
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4
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SECTION
3.
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STANDARD OF
CARE
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6
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SECTION
4.
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LIMITATION OF
SHAREHOLDER AND TRUSTEE LIABILITY
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8
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SECTION
5.
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COMPENSATION
AND EXPENSES
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8
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SECTION
6.
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EFFECTIVENESS,
DURATION AND TERMINATION
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9
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SECTION
7.
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ACTIVITIES OF
THE SUBADMINISTRATOR
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10
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SECTION
8.
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MISCELLANEOUS
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10
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APPENDIX
A.
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FUNDS OF THE
TRUSTS
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13
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APPENDIX
B.
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SERVICES
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14
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SCHEDULE
A
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FEE
SCHEDULE
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20
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BETWEEN
ATLANTIC
FUND ADMINISTRATION, LLC
AND
▇▇▇▇▇▇
INVESTORS’ SERVICE, INC.
AGREEMENT (this “Agreement”) made this
22nd day of October, 2009 (the “Effective Date”),
between Atlantic Fund Administration, LLC (the “Subadministrator”), a
limited liability company organized under the laws of the State of Delaware with
its principal place of business at Three ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and
▇▇▇▇▇▇ Investors’ Service, Inc. (the “Administrator”), a
corporation organized under the laws of State of Connecticut with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
WHEREAS, the Administrator has
entered into an Administration Agreement, dated the 22nd day of October, 2009 (“Administration
Agreement”) with The ▇▇▇▇▇▇ Managed Equity Trust, a Massachusetts
business trust, with its principal place of business at [Two International
Place, Boston, Massachusetts 02110] (the “Equity Trust”), and
The ▇▇▇▇▇▇ Managed Income Trust, a Massachusetts business trust, with its
principal place of business at [Two International Place, Boston, Massachusetts
02110] (the “Income
Trust” and, together with the Equity Trust, each a “Trust” and,
collectively, the “Trusts”);
and
WHEREAS, each Trust is
registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an
open-end, management investment company and may issue its shares of beneficial
interest, no par value, in separate series and classes; and
WHEREAS, each Trust offers
shares in various series as listed in Appendix A hereto
(each such series, together with all other series subsequently established by a
Trust and made subject to this Agreement, being herein referred to as a “Fund,” and
collectively, the “Funds”) and the
applicable Trust offers shares of various classes of each Fund as listed in
Appendix A
hereto; and
WHEREAS, pursuant to the
Administration Agreement, and subject to the direction and control of the Board
of Trustees of the Income Trust (the “Income Board”) and
the Board of Trustees of the Equity Trust (the “Equity Board” and,
together with the Income Board, each a “Board” and,
collectively, the “Boards”), the
Administrator acts as administrator for the Funds; and
WHEREAS, it is intended that
the Trusts be third-party beneficiaries under this Agreement; and
WHEREAS, the Administrator
desires to retain the Subadministrator to perform administration services for
the Funds and the Subadministrator is willing to provide such 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
Administrator and the Subadministrator agree as follows:
SECTION
1. APPOINTMENT
The
Administrator hereby appoints the Subadministrator, subject to the supervision
of the Boards, to act as subadministrator to the Funds and, in such capacity, to
provide the services set forth in Appendix B hereto
(the “Services”). The
Subadministrator accepts this employment and agrees to render the Services for
the compensation set forth herein. In connection therewith, the
Administrator has delivered to the Subadministrator copies of (i) each Trust’s
Declaration of Trust and By-laws (“Organic Documents”),
(ii) each Trust’s “Registration Statement” and all amendments thereto with
respect to each Fund filed with the US Securities and Exchange Commission
(“SEC”)
pursuant to the 1940 Act or the Securities Act of 1933, as amended (“Securities Act”),
(iii) the current Prospectus and Statement of Additional Information of the
Funds (collectively, as currently in effect and as amended or supplemented, the
“Prospectus”)
and (iv) all procedures adopted by the Trusts with respect to each
Fund. The Administrator will further, from time to time, furnish the
Subadministrator with all amendments of or supplements to the
foregoing. The Administrator shall deliver to the Subadministrator:
(i) a certified copy of the resolutions of the Boards appointing the
Administrator and the Subadministrator and authorizing the execution and
delivery of the Administration Agreement and this Agreement; (ii) a copy of all
proxy statements and related materials relating to each Fund; and (iii) any
other documents, materials or information that the Subadministrator shall
reasonably request to enable it to perform its duties pursuant to this
Agreement. The Administrator shall cause all service providers
to the Funds to furnish information to the Subadministrator and to assist the
Subadministrator as may be required and shall ensure that the Subadministrator
has reasonable access to all records and documents maintained by or on behalf of
the Funds or any service provider to the Funds.
SECTION
2. DUTIES OF THE SUBADMINISTRATOR
(a) Subject
to the direction and control of the Administrator and the Boards and as detailed
in this Agreement, the Subadministrator shall manage, coordinate and report to
the Administrator and the Boards regarding the (i) Services and (ii) such other
matters related to the services provided to the Funds by the Subadministrator as
may be specifically set forth in this Agreement.
(b) With
respect to one or more Funds, as applicable, and subject to the terms and
conditions of this Agreement, the Subadministrator shall provide the Services
set forth in Appendix
B. Notwithstanding anything in this Agreement to the contrary,
the parties agree that the Subadministrator’s services shall be limited to those
related to the Funds and that the Subadministrator will not be providing
Services pertaining to the Trusts, the Administrator or any of their respective
affiliates that are not Funds.
(c) In
addition to the limitation of liability set forth in Section 3 of
this Agreement, the Subadministrator shall not be liable to the Administrator,
the Funds or any other individual or entity (“Person”) for any
failure to provide any Service in the following circumstances, but only for so
long as such circumstances continue (and for a reasonable period thereafter
taking into account the impact that such an occurrence has on the
Subadministrator’s ability to comply with its obligations under this
Agreement):
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(i)
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if
any relevant condition precedent upon which performance of the relevant
Service depends (“Dependencies”)
are not met and the failure to meet any such Dependencies was not a result
of delay, or failure to provide information or take action, by the
Subadministrator required to be provided or taken under this
Agreement;
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(ii)
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if
the failure to perform the Services is at the request or with the consent
of the applicable Fund or the
Administrator;
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(iii)
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if
the failure to perform the Services results from incorrect or corrupted
information provided by (A) any Person that is not an affiliate of the
Subadministrator, that provides services to the Funds including, without
limitation, any adviser, underwriter for a Fund, brokers or other
intermediaries through which a Fund’s shares may be sold or distributed
and any other current or predecessor service providers to the Fund or (B)
valuation or market information providers, pricing services, couriers,
software houses, custodians clearing systems or depositories, provided, that (1) if
any such Person described in clause (B) above is chosen by the
Subadministrator, then the selection of such Person must have been
reasonable under the circumstances; and (2) in any event, Persons shall be
deemed reasonable if they are selected or retained at the direction of the
Fund or the Administrator; and/or
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(iv)
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if
any Law to which the Subadministrator or any third party is subject
prevents or limits the performance of the duties and obligations of the
Subadministrator.
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Notwithstanding
the foregoing, the Subadministrator shall nevertheless use reasonable efforts to
provide the Services while any of the circumstances specified in this Section 2(c)
above subsist, provided
that the Subadministrator shall not be required to incur any additional costs in
doing so (other than costs that it would have had to incur in the ordinary
course of providing the Services, assuming such circumstances had not so
occurred). If, despite the foregoing, the Subadministrator incurs any
such additional costs in endeavoring to supply the Services, the
Subadministrator shall promptly notify the Administrator and the Administrator
shall, upon receipt of appropriate supporting materials, reimburse those costs
to the Subadministrator to the extent that they have been reasonably incurred
(and the Subadministrator used reasonable efforts to mitigate such costs) or
they have been agreed in advance between the parties. For purposes of
this Agreement, (i) the capitalized term “Law” means any
statutes, rules and regulations of any Governmental Authority and applicable
judicial or regulatory interpretations thereof and (ii) “Governmental
Authority” means any court, government department, central bank,
commission, board, bureau, agency, securities or futures industry associations
or other regulatory, self-regulatory, administrative, judicial, executive,
legislative or governmental entity in any country or jurisdiction.
(d) Nothing
contained herein shall be construed to require the Subadministrator to perform
any service that could cause the Subadministrator to be deemed an investment
adviser for purposes of the 1940 Act, or that could cause a Fund to act in
contravention of the Prospectus, its Organic Documents or any
Law. The Administrator and each Fund acknowledges and agrees that (i)
the summaries of the Services set out in Appendix B are
intended to define the scope of the Services to be provided; and (ii) the
procedures, features, functionalities, systems and/or facilities that support
the provision of the Services by the Subadministrator or any Affiliated
subcontractor shall be a matter for the sole discretion of the
Subadministrator. Except as otherwise specifically provided in Appendix B with
respect to the Services, each Fund assumes all responsibility for ensuring that
the Fund complies in all material respects with all applicable requirements of
Law.
(e) The
Subadministrator will appoint one individual with sufficient seniority,
experience and authority to oversee the Subadministrator’s performance under
this Agreement (the “Contract Manager”)
and, for periods when the Contract Manager is absent due to illness or vacation,
a deputy for him or her, who will be the primary point of contact for the
Administrator and the Funds. One of the Administrator’s officers, or
such other Person designated by the Administrator from time to time, shall be
the “Contract Manager” for the Administrator. The Contract Managers
for each party shall be responsible for the overall management of this
Agreement.
(f) The
Subadministrator will be responsible for preserving the confidentiality of
information concerning the holdings, transactions, and business activities of
each Trust and each Fund in conformity with the requirements of the 1940 Act,
other applicable Law, and any policies that are approved by the
Board. The Subadministrator shall maintain policies and procedures
relating to the Services it provides to the Funds that are reasonably designed
to prevent violations of the federal securities laws and shall employ personnel
to administer the policies and procedures who have the requisite level of skill
and competence required to effectively discharge its
responsibilities.
(g) The
Subadministrator shall promptly, after obtaining knowledge thereof, use its
commercially reasonable efforts to correct any errors that have been made in
connection with its Services rendered hereunder, including errors of judgment or
mistakes of Law, in accordance with each Trust’s applicable policies and
procedures; provided, however,
that the liability of the Subadministrator for any such error shall be
subject to the provisions of Section 3 hereof
relating to limitation of liability.
SECTION
3. STANDARD OF CARE
(a) The
Subadministrator shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by the
Subadministrator in writing. The Subadministrator shall use
commercially reasonable judgment and efforts in rendering the Services; provided, however, that
notwithstanding the foregoing or any other provision of this Agreement to the
contrary, the Subadministrator shall not be liable to the Administrator, the
Trusts, the Funds, any Fund shareholders or any other Person for any action or
inaction of the Subadministrator relating to any event whatsoever including,
without limitation, any error of judgment or mistake of Law or any loss incurred
by the Trusts or any Fund, in the absence of bad faith, willful misfeasance or
negligence in the performance of the Subadministrator’s duties or obligations
under this Agreement or the Subadministrator’s reckless disregard of its duties
and obligations under this Agreement (the “Standard of
Care”). Without limiting the foregoing, the Subadministrator
shall not be responsible or liable for any failure or delay in performance of
its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control including, without
limitation, acts of civil or military authority, national emergencies, labor
difficulties (other than those related to the Subadministrator’s employees),
fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication or power
supply.
(b) The
Administrator agrees to indemnify and hold harmless the Subadministrator, its
employees, agents, subcontractors, directors, officers and managers and any
Person who controls the Subadministrator within the meaning of section 15 of the
Securities Act or section 20 of the Securities Exchange Act of 1934, as amended,
(“Subadministrator
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 or
in any way related to a claim from a third party and arising directly out of (A)
the Subadministrator’s actions taken or failures to act with respect to a Fund
or (B) incident to the delivery of the Services, except those actions or
failures to act for which the Subadministrator would be liable under Section
3(a).
(c) The
Subadministrator agrees to indemnify and hold harmless the Trust, and the
Administrator, and their respective employees, agents, trustees and officers
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 or in any way related to a
claim from a third party and arising directly out of (A) the Subadministrator’s
actions taken or failures to act with respect to a Fund or (B) incident to the
delivery of the Services, in either clause (A) or clause (B), solely for which
the Subadministrator would be liable under Section
3(a).
(d) A
Subadministrator Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon and consistent with:
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(i)
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the
advice of the Administrator, the Funds or of counsel, who may be counsel
to the Administrator, the Trusts or the Funds or external counsel to the
Subadministrator who is reputable and qualified, and upon statements of
accountants, brokers and other Persons reasonably believed in good faith
by the Subadministrator to be expert in the matters upon which they are
consulted;
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(ii)
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any
oral instruction that it receives and that it reasonably believes in good
faith was transmitted by the Person or Persons authorized by the
Administrator, the Trusts or the Funds to give such oral
instruction. The Subadministrator shall have no duty or
obligation to make any inquiry or effort of certification of such oral
instruction;
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(iii)
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any
written instruction or certified copy of any resolution of the Board, and
the Subadministrator may rely upon the genuineness of any such document or
copy thereof reasonably believed in good faith by the Subadministrator to
have been validly executed;
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(iv)
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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 the
Subadministrator to be genuine and to have been signed or presented by the
Administrator or the Funds or other proper party or parties;
or
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(v)
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any
electronic instructions from the Administrator, the Trusts or the Funds in
conformity with security procedures established by the Subadministrator
from time to time in order to (x) effect the
transfer or movement of cash or shares or (y) transmit
shareholder information or other
information.
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(e) In
order that the indemnification provisions contained in this Section shall apply,
upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may
be required to indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim or to defend against said
claim in its own name or in the name of the other party. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party’s prior written consent.
(f) The
Subadministrator’s liability to the Administrator and any other Person for any
losses or damages in contract, tort or otherwise, arising out of the subject
matter of this Agreement shall be limited to those actual and direct damages
that are reasonably incurred by the Administrator, the Trusts and the Funds and
shall not exceed the fees paid by the Administrator in respect of the Services
during the eighteen (18) months immediately preceding the date of the event
giving rise to the claim. In any event, none of the Subadministrator,
the Trust, Funds, or the Administrator will be liable for: (i) special,
indirect, incidental, consequential or punitive damages of any Person,
including, without limitation, any loss of profits, loss of business,
interruption of business or third parties damages; (ii) any claim arising from
the Administrator’s or the Subadministrator’s (as applicable) failure to perform
its responsibilities as specified in this Agreement; (iii) any claim against any
other party (including, without limitation, any shareholder); or (iv) any claim
resulting from the failure of any third party communication or transmission
devices, but only to the extent beyond such Party’s reasonable
control. This Section 3(f)
states the Subadministrator’s sole liability and the Administrator’s, the
Trusts’ and Funds’ exclusive remedy with respect to the services provided
hereunder.
SECTION
4. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The
Subadministrator acknowledges and agrees that the members of the Boards and the
shareholders of the Funds shall not be liable under this Agreement for any
obligations of the Administrator, any Trust, any Fund or any other series of any
Trust, and the Subadministrator agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the
Administrator. Further, no Fund shall be liable for the obligations
of any other Fund.
SECTION
5. COMPENSATION AND EXPENSES
(a) For
the services provided by the Subadministrator pursuant to this Agreement, the
Administrator shall pay the Subadministrator, with respect to each Fund, a fee
at the annual rate stated for the Fund in Schedule A hereto
(the “Fee
Schedule”). Such fees shall be accrued by the Administrator
daily and shall be payable monthly in arrears on the first business day of each
calendar month for services performed under this Agreement during the prior
calendar month. If fees 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 Administrator shall pay to the
Subadministrator such compensation as shall be payable prior to the effective
date of termination.
(b) Notwithstanding
anything in this Agreement to the contrary, the Subadministrator and its
affiliated Persons may receive compensation or reimbursement from the
Administrator with respect to (i) the provision of services not covered by this
Agreement on behalf of the Funds, (ii) the provision of shareholder support or
other services not covered by this Agreement, and (iii) service as a director,
manager or trustee of a Fund.
(c) In
connection with the services provided by the Subadministrator pursuant to this
Agreement, the Administrator agrees to reimburse the Subadministrator for the
expenses set forth in the Fee Schedule. In addition, the
Administrator shall reimburse the Subadministrator for all expenses and employee
time (at 150% of salary) attributable to any review, outside of routine and
normal periodic reviews or other reviews provided for under this Agreement, of
the Funds’ accounts and records by the Funds’ independent accountants or any
regulatory body of which the Funds are first notified and that are not
attributable to any negligent action or inaction of the
Subadministrator.
(d) The
Subadministrator may, with respect to questions of law relating to its services
hereunder and with the Administrator’s consent, apply to and obtain the advice
and opinion of counsel to the Funds or counsel to the
Administrator. The costs of any such advice or opinion of counsel to
the Funds shall be borne by the Administrator, and the Subadministrator shall
notify the Administrator of any such advice and shall cooperate with the
Administrator to ensure that such costs are reasonable.
SECTION
6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This
Agreement shall become effective with respect to a Fund on the Effective
Date. This Agreement shall have a term beginning on the Effective
Date and ending on December 31, 2012. This Agreement shall continue
in effect (i) until terminated in its entirety or (ii), with respect to any Fund
or with respect to any one or more of the Services covered by Appendix B, as
applicable, provided to any one or more of the Funds, until terminated as to a
Fund or a Service provided to a Fund.
(b) This
Agreement may be terminated (A) in its entirety or (B) with respect to any Fund
or with respect to any one or more of the Services covered by Appendix B, as
applicable, provided to any one or more of the Funds (a “Partial
Termination”), without the payment of any penalty:
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(i)
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with
or without cause, at any time, by either party on the date specified in a
written notice to the other party provided not less than 120 days prior to
the termination date specified in the notice; provided that in the
event the Administrator gives notice of a Partial Termination, the
Subadministrator shall have thirty (30) days to deliver notice that it
intends to terminate any remaining portion, or the entirety, of this
Agreement (and any such notice from the Subadministrator shall be deemed
to have been given as of the date of the original notice from the
Administrator and with the same effective date as that set forth in such
notice from the Administrator); provided further, that
in the event the Subadministrator gives notice of termination or of a
Partial Termination, the Administrator may delay the termination or
Partial Termination for up to sixty (60) days upon written notice to the
Subadministrator and a finding by the Board that doing so is in the best
interest of shareholders of the affected Fund or Funds;
and
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(ii)
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for
cause at any time by the non-breaching party on at least sixty (60) days’
written notice thereof to the other party, if the other party has
materially breached any of its obligations hereunder including, with
respect to the Subadministrator, the failure by the Subadministrator to
act consistently with the Standard of Care set forth in Section 3(a);
provided,
however, that (i) the termination notice shall describe the breach,
and (ii) no such termination shall be effective if, with respect to any
breach that is capable of being cured prior to the date set forth in the
termination notice, the breaching party has cured such breach to the
reasonable satisfaction of the non-breaching
party.
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(d) Upon
notice of termination by either party of this Agreement, in its entirety or with
respect to any Fund or any Service provided to any Fund, the Subadministrator
shall promptly transfer to any successor service providers the original or
copies of all books and records maintained by the Subadministrator under this
Agreement including, in the case of records maintained on computer systems,
copies of such records in commercially reasonable, machine-readable form, and
shall cooperate with, and provide reasonable assistance to, the successor
service provider(s) in the establishment of the books and records necessary to
carry out the successor service providers’ responsibilities. Should
the Subadministrator exercise its right to terminate this Agreement, the
Administrator shall reimburse the Subadministrator for the Subadministrator’s
reasonable costs 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 (“termination costs”);
provided, however,
that, notwithstanding anything herein to the contrary, the Administrator shall
have no obligation to reimburse the Subadministrator for its costs if the
Administrator terminates this Agreement pursuant to clause (ii) of subsection
(c) above or if the Subadministrator terminates this Agreement pursuant to
clause (i) of subsection (c) above.
(e) The
provisions of Sections
3, 4,
5, 6, 7 and 8 shall survive any
termination of this Agreement.
SECTION
7. ACTIVITIES OF THE SUBADMINISTRATOR
(a) Except
to the extent necessary to perform its obligations under this Agreement, nothing
herein shall be deemed to limit or restrict the Subadministrator’s right, or the
right of any of its officers, directors or employees (whether or not they are a
trustee, officer, employee or other affiliated person 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) The
Subadministrator represents and warrants that it is empowered under Law
applicable to the Subadministrator and by the Certificate of Formation pursuant
to which it was formed as a limited liability company in the State of Delaware
and its limited liability company agreement to enter into this Agreement and
perform its duties under this Agreement.
SECTION
8. MISCELLANEOUS
(a) 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.
(b) No
amendment to this Agreement or the termination of this Agreement with respect to
a Fund shall affect this Agreement as it pertains to any other
Fund.
(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
New York without regard to its principles of conflicts of law except Sections
5-1401 and 5-1402 of the New York General Obligations Law.
(d) This
Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement between those parties with respect to the subject
matter hereof, whether oral or written.
(f) 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. Electronic delivery of this Agreement shall be
deemed to have been properly delivered.
(g) If
any part, term or provision of this Agreement is held to be illegal, in conflict
with any law or otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by
both the Administrator and the Subadministrator and no presumptions shall arise
favoring any party by virtue of authorship of any provision of this
Agreement.
(h) Section
headings in this Agreement are included for convenience only and are not to be
used to construe or interpret this Agreement.
(i) Notices,
requests, instructions and communications received by the parties at their
respective principal places of business, or at such other address as a party may
have designated in writing, shall be deemed to have been properly
given.
(j) No
affiliated Person, employee, agent, director, officer or manager of the
Subadministrator shall be liable at law or in equity for the Subadministrator’s
obligations under this Agreement.
(k) Each
of the undersigned warrants and represents that they have full power and
authority to sign this Agreement on behalf of the party indicated and that their
signature will bind the party indicated to the terms hereof and each party
hereto warrants and represents that this Agreement, when executed and delivered,
will constitute a legal, valid and binding obligation of the party, enforceable
against the party in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
(l) Each
Appendix to this Agreement is part of the Agreement. In the event of
any conflict between this Agreement and any Appendices, this Agreement shall
control.
(m) Notwithstanding
any provision of this Agreement to the contrary, the Subadministrator shall not
be obligated to provide legal representation to the Administrator, any Trust or
any Fund, including through the use of attorneys that are employees of the
Subadministrator.
(n) The
parties hereto acknowledge and agree that each Trust is a third-party
beneficiary of this Agreement. Except for each Trust and as
specifically set forth in Sections 3(b) and
(c), there are
no third-party beneficiaries of this Agreement.
[Remainder
of Page Intentionally Blank]
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement and Fee Schedule to be duly executed
all as of the day and year first above written.
▇▇▇▇▇▇
INVESTORS’ SERVICE, INC.
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
Chairman
and Trustee
ATLANTIC
FUND ADMINISTRATION, LLC
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇
▇▇▇▇▇▇ ▇.
▇▇▇▇
President
APPENDIX A: FUNDS OF THE
TRUSTS
The ▇▇▇▇▇▇ Managed Equity
Trust
Fund
Name Class
Name CUSIP Symbol
▇▇▇▇▇▇
International Blue Chip Equities
Fund Standard
Shares
▇▇▇▇▇▇▇▇▇ WIBCX
▇▇▇▇▇▇
Selected Blue Chip Equities
Fund
Standard
Shares ▇▇▇▇▇▇▇▇▇ WSBEX
▇▇▇▇▇▇
Major Blue Chip Equities
Fund Standard
Shares ▇▇▇▇▇▇▇▇▇ WQCEX
The ▇▇▇▇▇▇ Managed Income
Trust
Fund
Name Class
Name CUSIP Symbol
▇▇▇▇▇▇
Total Return Bond
Fund Standard
Shares 982349300 WTRBX
▇▇▇▇▇▇
Current Income
Fund
Standard
Shares
982349607 WCIFX
APPENDIX
B: SERVICES
Principal Financial Officer
(“PFO”)
With
respect to the Trust, the Subadministrator shall, subject to the approval of the
Administrator and the Board, make available a qualified person who is competent
and knowledgeable regarding the management and internal controls of the Trust to
serve as the Trust’s Treasurer, who will have the authority normally incident to
such office, including the authority to execute documents required to be
executed by the Trust’s PFO.
Regulatory
Administration
Pursuant
to Section 2(b) of this Agreement, the Subadministrator shall provide the
following administration services, subject to the terms and conditions of this
Agreement and this Appendix B:
1. Board
Meetings and Board Reports
With the
cooperation of the Trust’s investment adviser(s) and other service providers and
the review and approval of the Trust’s officers and counsel, the
Subadministrator shall:
(a) Maintain
a calendar of scheduled meetings of the Trust’s Board;
(b) Prepare
materials for meetings of the Trust’s Board, as applicable, including agendas,
resolutions and reports to the Trust’s Board covering (i) regulatory and
industry developments of general applicability and (ii) the Trust’s
operations;
(c) Distribute
materials for meetings of the Trust’s Board, including materials that have been
approved or supplied by the Trust’s investment advisers, counsel, auditors,
custodians, chief compliance officer (“CCO”), executive officers, and other
service providers;
(d) Assisting,
gathering and coordinating matters related to the Trust’s investment advisers’
annual contract renewals;
(e) Assist
with the design and operation of the Funds, including new portfolios or classes,
investment objectives, policies, and provide consultation related to the
regulatory aspects of the establishment, maintenance, and liquidation or
dissolution of Funds; and
(f) At the
request of the Trust, attend meetings of the Trust’s Board or any subcommittee
thereof and take minutes with respect to such meetings.
2. SEC
Filings
With
respect to the Trust or each Fund, as applicable, and with the oversight of Fund
counsel, the Subadministrator shall:
(a) Based
on information from the Fund’s investment adviser, transfer agent, fund
accountant, custodian, and distributor, prepare for filing the following
documents required to be filed by the Trust with the SEC (“SEC Filings”) in
either written or, if required or permitted, electronic format (e.g., pursuant to
▇▇▇▇▇): (i) periodic and other requested updates to the Registration
Statement on Form N-1A or N-2, including Fund prospectuses, statements of
additional information and supplements thereto, (ii) Forms N-CSR, N-Q and N-SAR
and any required financial data schedules, (iii) Form N-PX, (iv) Forms 24F-2,
(v) fidelity bond filings, and (vi) if requested and pursuant to mutually
acceptable terms, proxy and information statements and related communications to
shareholders;
(b) Cause
to be filed with the SEC all SEC Filings; provided that items 2(a)(i) and (vi)
shall have been approved by the Trust and/or Fund counsel;
(c) Oversee
the printing of SEC Filings that are intended to be distributed to
shareholders;
(d) Oversee
the distribution of those items in 2(a) that are to be provided to shareholders;
and oversee the solicitation and tabulation of proxies;
(e) Assist
Trust counsel in preparing and submitting SEC exemptive order requests and
no-action letter requests.
3. Compliance
With
respect to the Trust or each Fund, as applicable, and with the oversight of Fund
Counsel, the Subadministrator shall:
(a) Assist
the Trust’s investment advisers, executive officers, CCO and other appropriate
persons with respect to regulatory compliance matters;
(b) Assist
the Trust’s investment advisers with daily post-trade compliance testing in
accordance with the Funds’ prospectuses and statements of additional
information;
(c) Assist
the Trust in preparing or modifying policies, procedures, committee charters and
similar documents for review by Fund Counsel and/or the Trust’s Chief Compliance
Officer and approval by the Trust,;
(d) Prepare
and distribute Trustee/Officer Questionnaires annually or at such other more
frequent intervals as may be necessary;
(e) Produce
quarterly compliance reports for the Trust’s Board, adviser and CCO as agreed
upon from time to time;
(f) Coordinate
examinations of the Trust or a Fund by the staff of the SEC or other regulatory
authorities, the responses to those examinations and the responses to general
communications from those authorities; and
(g) Assist
the Trust and the Trust’s Board in soliciting proposals for, analyzing,
securing, documenting and maintaining fidelity bond and director and
officers/errors and omissions insurance.
4. Recordkeeping
and Ministerial Matters
With
respect to the Trust or each Fund, as applicable, and with the oversight of Fund
Counsel, the Subadministrator shall:
|
(a)
|
Prepare,
file, amend as necessary and maintain the Trust’s Organic Documents and
minutes of the meetings of the Trust’s Board, any committees thereof, and
shareholders;
|
|
(b)
|
Prepare
such filings as are necessary to maintain the Trust’s existence and good
standing under applicable state
law;
|
|
(c)
|
Maintain
CUSIP, ticker, news media and tax identification number listings;
and
|
|
(d)
|
Consult
with the Trust’s officers in the negotiation of agreements to which the
Trust or a Fund is a party that are related to the operations of the Trust
or a Fund.
|
5. Blue
Sky Matters
With
respect to the Trust or each Fund, as applicable, the Subadministrator
shall:
|
(a)
|
Monitor
sales of Shares for compliance with state Blue Sky laws;
and
|
|
(b)
|
Register,
or prepare applicable filings with respect to, the Fund shares with the
various state and other securities commissions of the United States and
its territories.
|
6. Expense
Accounting
With
respect to the Trust or each Fund, as applicable, the Subadministrator
shall:
(a) Calculate,
review and account for Fund expenses and report on Fund expenses on a periodic
basis;
(b) Subject
to review and approval of a Trust Officer or other authorized person as
designated on a list of authorized persons approved by the Board, authorize the
payment of Trust expenses and pay, from Trust assets, all bills of the
Trust;
(c) Prepare
Fund budgets, pro-forma financial statements, expense and profit/loss
projections, and fee waiver/expense reimbursement projections on a periodic
basis;
(d) Accrue
expenses of each Fund according to this Agreement and submit changes to accruals
and expense items to the executive officers for review and approval and make
necessary and appropriate adjustments over such periods to reflect over-accruals
and under-accruals of estimated expenses; and
(e) Prepare
financial statement expense information.
7. Financial
Statements; Other Financial Matters
With
respect to the Trust or each Fund, as applicable, the Subadministrator
shall:
(a) Prepare
semi-annual and annual financial statements and oversee the production and
distribution of those statements and any related report to the Trust’s
shareholders prepared by the Trust or its investment advisers, as applicable,
including reasonable assistance in coordination of periodic audits and in
supporting reasonable independent registered accountant information
requests;
(b) Calculate
data with respect to yields, dividend yields, distribution rates and total
returns for dissemination to information services covering the investment
company industry, for advertising and sales literature of the Trust and other
appropriate purposes;
(c) Report
Fund data to investment company industry survey companies in compliance with the
Trust’s policy;
(d) Report
applicable data to rating agencies (such as Standard & Poors) that
rate a Fund in compliance with the Trust’s policy; and
(e) With
respect to the services provided hereunder, assist the Trust in connection with
its obligations under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and
Rules 30a-2 and 30a-3 under the 1940 Act, including deliver appropriate
sub-certifications to Trust officers who are required to file certifications in
accordance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
8. Tax Matters
With
respect to the Trust or each Fund, as applicable, the Subadministrator
shall:
(a) Prepare
Federal and state income and excise tax work papers and provisions;
(b) File all
Federal income and excise tax returns and state income and other tax returns,
including any extensions or amendments, as agreed between the Trust and the
Subadministrator;
(c) Calculate
required distributions to maintain the qualification of each Fund as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
“Code”);
(d) Monitor,
calculate and report to the Trust tax compliance and related data (limited to
calculation of Code Section 851(b) “good income” and “diversification” testing,
reporting the tax status of distributions and preparing year-end Federal tax
notice data);
(e) Prepare
financial statement tax provisions (limited to sixty (60) day shareholder tax
notices disclosure, tax related footnotes and Statement of Position 95-3
(“ROCSOP”) adjustments);
(f) Calculate
income distributions for Funds that declare income distributions more often than
annually but not daily and calculate capital gain distributions (in addition to
typical calendar year end capital gain distributions);
(f) Prepare
and, subject to approval by the Trust, distribute to appropriate parties notices
announcing the declaration of distributions to shareholders;
(g) Perform
monthly capital gain analyses based on book numbers adjusted for prior year
unpaid spillback distribution requirements and capital loss carry-forwards;
and
(h) Prepare,
as needed, short- and long-term gain reports for the advisor for Fund year-end
capital gain tax planning.
9. Shareholder
Votes and Proxy Statements
With
respect to the Trust or each Fund, as applicable, the Subadministrator
shall:
(a) Oversee
the activities of proxy solicitation firms; and
(b) Perform
such other additional proxy-related services as may be specified from time to
time by the Trust, pursuant to mutually acceptable compensation and
implementation agreements.
SCHEDULE
A: FEE SCHEDULE
[INTENTIONALLY
DELETED]