PROSPECTOR FUNDS, INC. FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 14th day
of September, 2007, by and between PROSPECTOR FUNDS, INC., a
Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Company 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 Company desires to retain USBFS to provide fund administration services to
each series of the Company 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
Company hereby appoints USBFS as administrator of the Company 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 Company’s board of directors (the “Board of Directors” or the
“Directors”) 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 Directors 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
board packages in advance of each board meeting and send to the meeting
attendees.
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f.
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Prepare
draft minutes of meetings of the Board of Directors, committees thereof
and Fund shareholders.
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g.
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Recommend
dividend declarations to the Board of Directors and prepare and distribute
to appropriate parties notices announcing declaration of dividends and
other distributions to
shareholders.
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h.
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Attend
Board of Directors meetings and present materials for Director’s review at
such meetings.
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i.
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Provide
personnel to act as officers of the Funds, attend meetings of the Board of
Directors and present materials for Directors’ 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 Funds.
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(6)
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Pay
Fund expenses upon written authorization from the
Company.
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(7)
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Keep
the Company’s governing documents, including its charter, bylaws and
minute books, but only to the extent such documents are provided to USBFS
by the Company 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
Directors.
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b.
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Monitor
Funds’ 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
Company in connection with any certification required of the Company
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
Directors 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 Funds so as to enable the Funds 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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Prepare
and file (with the assistance of Fund counsel) the 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. 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 each Fund’s 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 Company’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 Directors, the SEC, and independent
accountants, as required.
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(3)
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Supervise
the Funds’ custodian and fund accountants in the maintenance of the Funds’
general ledgers and in the preparation of the Funds’ 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 Funds.
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(5)
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Monitor
the expense accruals and notify the Company’s management of any proposed
adjustments.
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(6)
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Prepare
quarterly 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 1120/8613, 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 Directors 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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E. Service
Standards
USBFS
agrees to provide the services set forth in the Section 2 in accordance with the
applicable service standards set forth in Exhibit C.
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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, but only on or after the third anniversary
of the effective date of this Agreement). 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 Company
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 Company shall notify USBFS in writing
within 30 calendar days following receipt of each invoice if the Company is
disputing any amounts in good faith. The Company 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 Company is
disputing in good faith as set forth above, and in the absence of fraud and/or
deceit, unpaid invoices shall accrue a finance charge of 1½% per month after the
due date. Notwithstanding anything to the contrary, amounts owed by the Company
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
Company hereby represents and warrants 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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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 the Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, 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 Company, 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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5
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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;
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(3)
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It
(i) has compliance policies and procedures reasonably designed to ensure
compliance with the Federal Securities laws as that term is defined in
Rule 38a-1 under the 1940 Act, (ii) will upon request, provide reports and
certifications in a mutually agreed upon form to the Company’s Chief
Compliance Officer regarding the foregoing, and (iii) will maintain
appropriate records in accordance with Rule
38a-1;
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(4)
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To
the extent it has access to the Funds’ portfolio holdings prior to their
public dissemination, it will comply with the Funds’ portfolio holdings
disclosure policy;
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(5)
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It
will maintain a disaster recovery and business continuity plan and
adequate and reliable computer and other telecommunications equipment as
are required by regulations applicable to the Administrator and as are
necessary and appropriate for the Administrator to carry out its
obligations under this Agreement and, upon the Company’s reasonable
request, will provide supplemental information concerning the aspects of
the Administrator’s disaster recovery and business continuity plan that
are relevant to the services provided by the Administrator hereunder;
and
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(6)
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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 a Fund 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. Each Fund 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 with
respect to such Fund only (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 Company, as approved by the Board of
Directors of the Company, 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 relevant Fund, 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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6
USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that the Company may sustain or incur or
that may be asserted against the Company 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 term “Company” shall
include the Company’s directors, officers and employees.
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, which may include but
not be limited to execution of its business continuity plan, to (i) minimize
service interruptions for any period that such interruption continues and
(ii) 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 Company 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 Company, at such times as
the Company 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.
7
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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. In the absence of a conflict, 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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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 Company 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
Company 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 Company, all records and
other information relative to the Company and prior, present, or potential
shareholders of the Company (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 Company, 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
Company. 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 Company or its agent, shall not be subject to
this paragraph.
8
Further,
USBFS will adhere to the privacy policies adopted by the Company 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 Company 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 Company, 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 Company 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 Company or its designee on and in
accordance with its request.
9
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9.
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Compliance
with Laws
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The
Company has and retains primary responsibility for all compliance matters
relating to the Funds, 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 Funds relating to their portfolio investments as set forth in
its Prospectus and SAI. USBFS’s services hereunder shall not relieve
the Company of its responsibilities for assuring such compliance or the Board of
Directors’ 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 two (2) years. Subsequent to the initial
two-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
(including without limitation any schedules or exhibits attached hereto) may not
be amended or modified in any manner except by written agreement executed by
USBFS and the Company, and authorized or approved by the Board of
Directors.
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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 Company by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Company, 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 Company (if such form differs from the form in
which USBFS has maintained the same, the Company 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 Company.
12. Early
Termination
In the
absence of any material breach of this Agreement, should the Company elect to
terminate this Agreement prior to the end of the term, the Company agrees to pay
the following fees:
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a.
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all
fees associated with converting services to successor service
provider;
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10
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b.
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all
fees associated with any record retention and/or tax reporting obligations
that may not be eliminated due to the conversion to a successor service
provider;
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c.
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all
out-of-pocket costs associated with a-b
above.
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13.
Assignment
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 Company without the written consent of USBFS, or by
USBFS without the written consent of the Company accompanied by the
authorization or approval of the Company’s Board of Directors.
14. Governing
Law
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.
15. No
Agency Relationship
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.
16. Services
Not Exclusive
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.
17. Invalidity
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.
11
18. 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 Funds acknowledge that
in-house USBFS attorneys exclusively represent USBFS and rely on outside counsel
retained by the Funds to review all services provided by in-house USBFS
attorneys and to provide independent judgment on the Funds’
behalf. Because no attorney-client relationship exists between
in-house USBFS attorneys and the Funds, 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.
19. 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 Company shall be sent to:
Prospector
Partners Asset Management, LLC
▇▇▇
▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
20. 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.
12
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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U.S.
BANCORP FUND SERVICES, LLC
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By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
Treasurer
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Title:
Sr. Vice
President
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13
Exhibit
A
to
the
Fund
Names
Separate
Series of Prospector Funds, Inc.
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Name of Series
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Date Added
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Prospector
Capital Appreciation Fund
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On
or after September __, 2007
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Prospector
Opportunity Fund
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On
or after September __,
2007
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14
Exhibit
B
to
the
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FUND
ADMINISTRATION & COMPLIANCE SERVICES
FEE
SCHEDULE At June, 2007
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Domestic Funds
Annual Fee Based Upon Market Value Per
Fund*
_____
basis points on the first $_____
_____
basis points on the next $_____
_____
basis points on the balance
Minimum
annual fee: $_____ per fund portfolio
International Funds
Annual Fee Based Upon Market Value Per
Fund*
_____
basis points on the first $_____
_____
basis points on the next $_____
_____
basis points on the next $_____
_____
basis points on the balance
Minimum
annual fee: $_____ per fund portfolio
Advisor Information Source Web
Portal
· $_____
/fund/month
· $_____
/fund/month for clients using an external administration
service
· Specialized
projects will be analyzed and an estimate will be provided prior to work
being performed.
Plus
Out-Of-Pocket Expenses
Including but not limited to postage, stationery, programming, special
reports, daily compliance testing systems expenses, proxies, insurance,
▇▇▇▇▇ filing, retention of records, Fund federal and state regulatory
filing fees, certain insurance premiums, expenses incurred in connection
with attending board of directors meetings, Fund auditing and
legal expenses, conversion expenses (if necessary), and all other
out-of-pocket expenses.
Additional
Services – Above pricing is for standard
services. Available but not included above are the following
services – multiple classes, legal administration, SEC 15c reporting,
Advisor Information Source data delivery, daily fund compliance testing,
daily pre- and post- performance reporting.
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee
MSA.
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Exhibit B
(continued) to the Fund Administration Servicing Agreement – Prospector Funds,
Inc.
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CHIEF
COMPLIANCE OFFICER
SUPPORT
SERVICES
FEE
SCHEDULE at June, 2007
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Chief Compliance Officer Support
Services
U.S,
Bancorp provides support to the Chief Compliance Officer (CCO) of each
fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar
Distributors, LLC. Indicated below are samples of functions
performed by USBFS in this CCO support role:
• Business
Line Functions Supported
• Fund
Administration and Compliance
• Transfer
Agent and Shareholder Services
• Fund
Accounting
• Custody
Services
• Securities
Lending Services
• Distribution
Services
• Daily
Resource to Fund CCO, Fund Board, Advisor
• Provide
USBFS/USB Critical Procedures & Compliance Controls
• Daily
and Periodic Reporting
• Periodic
CCO Conference Calls
• Dissemination
of Industry/Regulatory Information
• Client
& Business Line CCO Education & Training
• Due
Diligence Review of USBFS Service Facilities
• Quarterly
USBFS Certification
• Board
Meeting Presentation and Board Support
• Testing,
Documentation, Reporting
Annual
Fee Schedule*
· $_____
per service line per year
Fees
are billed monthly.
*Subject
to annual CPI increase, Milwaukee
MSA.
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16
Exhibit
C
Service
Standards-Administrative Services
Fund
Administration for each Fund:
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Item
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Standard
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Financial
statements timely filed with SEC
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100.0%
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N-SARs
timely filed with SEC
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100.0%
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Timely
filed state blue sky registrations
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100.0%
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Timely
filed federal returns with the IRS
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100.0%
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Board
package sent out one week prior to scheduled board meeting
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100.0%
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