REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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1
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Post-Effective Amendment No.
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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1
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[
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X
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James R. Arnold, President and Principal Executive Officer
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Managed Portfolio Series
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615 East Michigan Street
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Milwaukee, WI 53202
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Leslie K. Klenk, Esq.
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Bernstein, Shur, Sawyer & Nelson P.A.
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100 Middle Street
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P.O. Box 9729
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Portland, ME 04104-5029
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[
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immediately upon filing pursuant to paragraph (b)
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On April 30, 2010 pursuant to paragraph (b)
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[
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60 days after filing pursuant to paragraph (a)(1)
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[
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on (date) pursuant to paragraph (a)(1)
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[
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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[
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This post-effective amendment designates a new effective date for a previously filed post- effective amendment.
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Corporate America CU Short Duration Fund
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Shareholder Fees
(fees paid directly from your investment)
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.15%
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Other Expenses
(1)
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0.17%
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Total Annual Fund Operating Expenses
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0.32%
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Fee Waiver and/or Expense Reimbursement
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0.00%
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
(2)
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0.32%
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(1)
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Because the Fund is new, these expenses are based on estimated amounts for the Fund’s current fiscal year.
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(2)
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Corporate Financial Solutions, Inc. (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, and may reduce its management fees, in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions and extraordinary expenses) for the Fund do not exceed 0.49% of the Fund’s average daily net assets up to $1 billion and 0.39% for average daily net assets over $1 billion. Expenses reimbursed and/or fees reduced by the Adviser may be recouped by the Adviser for a period of three fiscal years following the fiscal year during which such reimbursement or reduction was made if such recoupment can be achieved within the foregoing expense limits. The Operating Expense Limitation Agreement will be in effect and cannot be terminated through at least one year from the effective date of this Prospectus, subject thereafter to termination at any time upon 60 days’ written notice by either the Trust or the Adviser through April 30, 2013. The Trust’s Board of Trustees (the “Board of Trustees”) must consent to the termination of the Operating Expense Limitation Agreement by the Adviser after one year from the effective date of this Prospectus, which consent shall not be unreasonably withheld.
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One Year
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Three Years
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$33
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$103
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Principal Investment
Strategies
|
Principal Risks of Investing
in the Fund
|
Portfolio Hol
dings
|
Investment Adv
iser
|
Portfolio Man
ager
|
How to Purchase
Fund Shares
|
·
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The name of the Fund;
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·
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The dollar amount of shares to be purchased;
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·
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Your account application or investment stub; and
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·
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A check payable to the name of the Fund.
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Regular Mail | Overnight or Express Mail |
Corporate America CU Short Duration Fund | Corporate America CU Short Duration Fund |
c/o U.S. Bancorp Fund Services, LLC | c/o U.S. Bancorp Fund Services, LLC |
P.O. Box 701 | 615 East Michigan Street, 3rd Floor |
Milwaukee, WI 53201-0701 | Milwaukee, WI 53202 |
·
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Full name;
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·
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Date of birth (individuals only);
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·
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Social Security or taxpayer identification number; and
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·
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Permanent street address (a P.O. Box number alone is not acceptable).
|
How to Redeem
Fund Shares
|
·
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The shareholder’s name;
|
·
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The name of the Fund;
|
·
|
The account number;
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·
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The share or dollar amount to be redeemed; and
|
·
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Signatures by all shareholders on the account and signature guarantee(s), if applicable.
|
·
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If ownership is being changed on your account;
|
·
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When redemption proceeds are payable or sent to any person, address or credit union or bank account not on record;
|
·
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If a change of address request has been received by the Transfer Agent within the last 15 days; and
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·
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For all redemptions in excess of $100,000 from any shareholder account.
|
Regular Mail | Overnight or Express Mail |
Corporate America CU Short Duration Fund | Corporate America CU Short Duration Fund |
c/o U.S. Bancorp Fund Services, LLC | c/o U.S. Bancorp Fund Services, LLC |
P.O. Box 701 | 615 East Michigan Street, 3rd Floor |
Milwaukee, WI 53201-0701 | Milwaukee, WI 53202 |
·
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Your Fund account number;
|
·
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The name in which your account is registered; or
|
·
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The Social Security or taxpayer identification number under which the account is registered.
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Dividends and
Distributions
|
Tools to Combat
Frequent Transactions
|
Other Fund
Policies
|
Payments to Financial
Intermediaries
|
FOR MORE INFORMATION
|
·
|
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
·
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For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
|
·
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For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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1.
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Issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from banks in amounts not exceeding one-third of its total assets (including the amount borrowed) less liabilities (other than borrowings); and (ii) this restriction shall not prohibit the Fund from engaging in options transactions, reverse repurchase agreements, purchasing securities on a when-issued, delayed delivery or forward delivery basis in accordance with its objectives and strategies;
|
2.
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Underwrite the securities of other issuers (except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act);
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3.
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Purchase or sell real estate or interests in real estate, unless acquired as a result of ownership of securities (although the Fund may purchase and sell securities which are secured by real estate and securities of companies that invest or deal in real estate);
|
4.
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Purchase or sell physical commodities or commodities contracts, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving currencies and futures contracts and options thereon or investing in securities or other instruments that are secured by physical commodities;
|
5.
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Make loans of money (except for the lending of the Fund’s portfolio securities and purchases of debt securities consistent with the investment policies of the Fund);
|
6.
|
Invest in the securities of any one industry or group of industries if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of such industry or group of industries, except that the foregoing does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.
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Name, Address and
Age
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Position(s)
Held with
the Trust
|
Term of
Office and
Length of
Time
Served
|
Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal Occupation(s)
During the Past Five
Years
|
Other
Directorships
Held by Trustee
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Independent Trustees
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|||||
Roel C. Campos, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 62
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Trustee
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Indefinite Term; Since April 2011
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3
|
Partner, Locke Lord Bissell & Liddell LLP (a law firm) (2011-present); Partner, Cooley LLP (a law firm) (2007-2011); Commissioner, U.S. Securities and Exchange Commission (2002-2007).
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None
|
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Age: 43
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Trustee
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Indefinite Term; Since April 2011
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3
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
None
|
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Age: 65
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Trustee
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Indefinite Term; Since April 2011
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3]
|
Chief Financial Officer, Robert W. Baird & Co. Incorporated, (2000-2011).
|
None
|
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Age: 54
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Trustee
|
Indefinite Term; Since April 2011
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3
|
Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
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None
|
Interested Trustee and Officers
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|||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Age: 52
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Chairman, and Trustee
|
Indefinite Term; Since January 2011
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3
|
Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-present).
|
None
|
James R. Arnold
615 E. Michigan St.
Milwaukee, WI
53202
Age: 53
|
President and Principal Executive Officer
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Indefinite Term, Since January 2011
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N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2002 -present).
|
N/A
|
Name, Address and
Age
|
Position(s)
Held with
the Trust
|
Term of
Office and
Length of
Time
Served
|
Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal Occupation(s)
During the Past Five
Years
|
Other
Directorships
Held by Trustee
|
Interested Trustee and Officers | |||||
Robert J. Slotky
2020 E. Financial Way, Suite 100
Glendora, CA 91741 Age: 63
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Vice President, Chief Compliance Officer and Anti-Money Laundering Officer
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Indefinite Term;
Since Janaury 2011
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N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2001-present).
|
N/A
|
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Age: 38
|
Treasurer and Principal Financial Officer
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Indefinite Term; Since January 2011
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
Angela L. Pingel, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 40
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Secretary
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2011-present); Vice President and Securities Counsel, Marshall & Ilsley Trust Company N.A. (2007-2010); Assistant Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2004-2007).
|
N/A
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Name of Person/Position
|
Aggregate
Compensation
from the Fund
1
|
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
from the Fund
and the Trust
2
Paid to
Trustees
|
Roel C. Campos, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
David A. Massart, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
Leonard M. Rush, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
David M. Swanson, Independent
Trustee
|
$3,750
|
$11,250
|
||
Robert J. Kern, Interested
Trustee
|
None
|
None
|
None
|
None
|
|
1
|
Trustees fees and expenses are allocated among the Fund and any other series comprising the Trust. The Administrator has agreed to pay a portion of this amount as part of the Trust’s organization costs.
|
|
2
|
The Trust includes other portfolios in addition to the Fund.
|
Registered Investment
Companies
(excluding the Fund)
|
Other Pooled
Investment Vehicles
|
Other Accounts
|
|||
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
0
|
$0
|
0
|
$0
|
1
|
$93,107,103
|
Net Assets
|
=
|
Net Asset Value Per Share
|
Shares Outstanding
|
·
|
The name of the Fund you are investing in;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
Your account application or investment stub; and
|
·
|
A check payable to the name of the Fund.
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund you are redeeming;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed; and
|
·
|
Signatures by all shareholders on the account (with signature(s) guaranteed if applicable).
|
·
|
If ownership is changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or credit union or bank account not on record;
|
·
|
If a change of address request was received by the Transfer Agent within the last 15 days; and
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
Assets
|
$ | 100,000 | ||
Cash
|
100,000 | |||
Total Assets
|
||||
Total Liabilities
|
- | |||
Net Assets
|
$ | 100,000 | ||
Net Assets Consist of:
|
||||
Paid-in Capital
|
$ | 100,000 | ||
Institutional Class Shares
|
||||
Net assets
|
$ | 100,000 | ||
Shares issued and outstanding
|
10,000 | |||
Net asset value, offering price and redemption price per share
|
$ | 10.00 |
—
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
|
—
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies
|
—
|
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
|
—
|
Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations.
|
—
|
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor’s would likely withdraw these preliminary ratings.
|
—
|
A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
|
—
|
Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
—
|
Nature of and provisions of the obligation;
|
—
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
|
—
|
Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
|
—
|
Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
Nuance Concentrated
Value Fund
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Management Fees
|
0.85%
|
Other Expenses
(1)
|
0.44%
|
Total Annual Fund Operating Expenses
|
1.29%
|
Fee Waiver and/or Expense Reimbursement
|
0.14%
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
(2)
|
1.15%
|
(1)
|
Because the Fund is new, these expenses are based on estimated amounts for the Fund’s current fiscal year.
|
(2)
|
Nuance Investments, LLC (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, and may reduce its management fees in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions and extraordinary expenses) for the Fund do not exceed 1.15% of the Fund’s average daily net assets. Expenses reimbursed and/or fees reduced by the Adviser may be recouped by the Adviser for a period of three fiscal years following the fiscal year during which such reimbursement or reduction was made if such recoupment can be achieved within the foregoing expense limit. The Operating Expense Limitation Agreement will be in effect and cannot be terminated through at least one year from the effective date of this Prospectus, subject thereafter to termination at any time upon 60 days’ written notice by either the Trust or the Adviser through April 30, 2013. The Trust’s Board of Trustees (the “Board of Trustees”) must consent to the termination of the Operating Expense Limitation Agreement by the Adviser after one year from the effective date of this Prospectus, which consent shall not be unreasonably withheld.
|
One Year
|
Three Years
|
$117
|
$395
|
Investment Objec
tive
|
Principal Investment
Strategies
|
Principal Risks of
Investing in the Fund
|
Portfolio H
oldings
|
Similarly Managed
Account Performance
|
One Year
|
Since Inception
(11/13/08)
|
|
Concentrated Value Composite (Net of Fees)
1
|
18.12%
|
29.98%
|
Russell 3000
®
Value Index
2
|
16.26%
|
17.02%
|
S&P 500
®
Index
3
|
15.06%
|
18.98%
|
1
|
The Composite includes 147 accounts valued at $119,952,410, as of December 31, 2010. Composite performance reflects the performance of all discretionary accounts managed in the concentrated value strategy including terminated accounts. To help ensure that the Composite is representative of the performance of discretionary accounts managed consistent with the Adviser’s concentrated value strategy, an account will be removed from the Composite if the client has given specific instructions that prevent full investment of cash flow(s) in a timely manner, or if a single or cumulative cash flow(s) are equal to or greater than 3% of the total Composite market value on the day the cash flow is initiated, or if a single or cumulative cash flow(s) are equal to or greater than 50% of the total account value on the day the cash flow(s) is initiated. An account will be added back to the Composite on the first day of the month following the date that the account is fully invested (defined as being within 10% of the Adviser’s model portfolio cash target).
|
2
|
The Russell 3000
®
Value Index measures the performance of the 3,000 largest U.S. domiciled companies with lower price-to-book ratios and lower forecasted growth values.
|
3
|
The S&P 500 Index
®
is a market-value weighted index representing the performance of 500 widely held, publicly traded large capitalization stocks.
|
Pricing of Fund
Shares
|
How to Purchase
Fund Shares
|
·
|
The name of the Fund;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
Your account application or investment stub; and
|
·
|
A check payable to the name of the Fund.
|
·
|
Full name;
|
·
|
Date of birth (individuals only);
|
·
|
Social Security or taxpayer identification number; and
|
·
|
Permanent street address (a P.O. Box number alone is not acceptable).
|
How to Redeem
Fund Shares
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed; and
|
·
|
Signatures by all shareholders on the account and signature guarantee(s), if applicable.
|
·
|
If ownership is being changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
If a change of address request has been received by the Transfer Agent within the last 15 days; and
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
Regular Mail | Overnight or Express Mail |
Nuance Concentrated Value Fund | Nuance Concentrated Value Fund |
c/o U.S. Bancorp Fund Services, LLC | c/o U.S. Bancorp Fund Services, LLC |
P.O. Box 701 | 615 East Michigan Street, 3rd Floor |
Milwaukee, WI 53201-0701 | Milwaukee, WI 53202 |
·
|
Your Fund account number;
|
·
|
The name in which your account is registered; or
|
·
|
The Social Security or taxpayer identification number under which the account is registered.
|
Dividends and D
istributions
|
Other F
und Policies
|
FOR MORE INFORMATION
|
·
|
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
·
|
For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
|
·
|
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
1.
|
Issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from banks in amounts not exceeding one-third of its total assets (including the amount borrowed) less liabilities (other than borrowings); and (ii) this restriction shall not prohibit the Fund from engaging in options transactions, reverse repurchase agreements, purchasing securities on a when-issued, delayed delivery or forward delivery basis or short sales in accordance with its objectives and strategies;
|
2.
|
Underwrite the securities of other issuers (except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act);
|
3.
|
Purchase or sell real estate or interests in real estate, unless acquired as a result of ownership of securities (although the Fund may purchase and sell securities which are secured by real estate and securities of companies that invest or deal in real estate);
|
4.
|
Purchase or sell physical commodities or commodities contracts, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving currencies and futures contracts and options thereon or investing in securities or other instruments that are secured by physical commodities;
|
5.
|
Make loans of money (except for the lending of the Fund’s portfolio securities and purchases of debt securities consistent with the investment policies of the Fund);
|
6.
|
Invest in the securities of any one industry or group of industries if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of such industry or group of industries, except that the foregoing does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.
|
Name, Address and
Age
|
Position(s)
Held with
the Trust
|
Term of
Office and
Length of
Time
Served
|
Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal Occupation(s)
During the Past Five
Years
|
Other
Directorships
Held by Trustee
|
Independent Trustees
|
|||||
Roel C. Campos, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 62
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Partner, Locke Lord Bissell & Liddell LLP (a law firm) (2011-present); Partner, Cooley LLP (a law firm) (2007-2011); Commissioner, U.S. Securities and Exchange Commission (2002-2007).
|
None
|
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Age: 43
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
None
|
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Age: 65
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Chief Financial Officer, Robert W. Baird & Co. Incorporated, (2000-2011).
|
None
|
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Age: 54
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
None
|
Angela L. Pingel, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 40
|
Secretary
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President and Counsel, U.S. Bancorp Fund Services, LLC (20011-present); Vice President and Securities Counsel, Marshall & Ilsley Trust Company N.A. (2007-2010); Assistant Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2004-2007).
|
N/A
|
Name of Person/Position
|
Aggregate
Compensation
from the
Concentrated
Value Fund
1
|
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
from the Fund
and the Trust
2
Paid to
Trustees
|
Roel C. Campos, Independent Trustee
|
$5,000
|
None
|
None
|
$15,000
|
David A. Massart, Independent Trustee
|
$5,000
|
None
|
None
|
$15,000
|
Leonard M. Rush, Independent Trustee
|
$5,000
|
None
|
None
|
$15,000
|
David M. Swanson, Independent Trustee
|
$5,000
|
$15,000
|
||
Robert J. Kern, Interested Trustee
|
None
|
None
|
None
|
None
|
|
1
|
Trustees fees and expenses are allocated among the Fund and any other series comprising the Trust. The Administrator has agreed to pay a portion of this amount as part of the Trust’s organization costs.
|
|
2
|
The Trust includes other portfolios in addition to the Fund.
|
Registered Investment Companies
(excluding the Fund)
|
Other Pooled
Investment Vehicles
|
Other Accounts
|
|||
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
Number of Accounts
|
Total Assets in the Accounts
(in millions)
|
0
|
0
|
0
|
0
|
171
|
$
136,810,889
|
·
|
The Adviser has formed a Proxy Voting Committee that will be responsible for monitoring corporate actions, making voting decisions in the best interest of the Fund, and ensuring that proxies are submitted in a timely manner.
|
·
|
The Proxy Voting Committee will generally vote proxies according to the Adviser’s then-current Proxy Voting Guidelines. The Proxy Voting Guidelines include many specific examples of voting decisions for the types of proposals that are most frequently presented, including: composition of the board of directors; approval of independent auditors; management and director compensation; antitakeover mechanisms and related issues; changes to capital structure; corporate and social policy issues; and issues involving mutual funds.
|
·
|
Although the Adviser’s Proxy Voting Guidelines are to be followed as a general policy, certain issues will be considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, the Adviser shall devote an appropriate amount of time and resources to monitor these changes.
|
·
|
In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that the Adviser maintains with persons having an interest in the outcome of certain votes, the Adviser will take appropriate steps to ensure that its proxy voting decisions are made in the best interest of the Fund and its shareholders, and not the product of such conflict.
|
·
|
All proxies will be voted in accordance with any applicable investment restrictions of the Fund and, to the extent applicable, any resolutions or other instructions approved by the Board of Trustees.
|
Net Assets
|
=
|
Net Asset Value Per Share
|
Shares Outstanding
|
·
|
The name of the Fund you are investing in;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
Your account application or investment stub; and
|
·
|
A check payable to the name of the Fund.
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund you are redeeming;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed; and
|
·
|
Signatures by all shareholders on the account (with signature(s) guaranteed if applicable).
|
·
|
If ownership is changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
If a change of address request was received by the Transfer Agent within the last 15 days; and
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
—
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
|
—
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies
|
—
|
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
|
—
|
Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations.
|
—
|
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor’s would likely withdraw these preliminary ratings.
|
—
|
A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
|
—
|
Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
—
|
Nature of and provisions of the obligation;
|
—
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
|
—
|
Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
|
—
|
Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
Prospectus
|
[…], 2011
|
1
|
|
1
|
|
7
|
|
7
|
|
7
|
|
11
|
|
20
|
|
21
|
|
21
|
|
22
|
|
23
|
|
23
|
|
24
|
|
28
|
|
31
|
|
36
|
|
37
|
|
38
|
|
40
|
|
41
|
|
41
|
|
41
|
|
41
|
Shareholder Fees
(fees paid directly from your investment)
|
Investor
Class
|
Institutional
Class
|
||
Maximum Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
5.75%
|
None
|
||
Maximum Contingent Deferred Sales Charge (Load) Imposed on Redemptions (as a percentage of the offering price)
|
None
(1)
|
None
|
||
Redemption Fee
|
None
|
None
|
||
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Investor
Class
|
Institutional
Class
|
||
Management Fees
|
0.85%
|
0.85%
|
||
Distribution and Service (12b-1) Fees
|
0.25%
|
0.00%
|
||
Other Expenses
(
2
)
|
0.53%
|
0.53%
|
||
Total Annual Fund Operating Expenses
|
1.63%
|
1.38%
|
||
Fee Waiver/Expense Reimbursement
(
3
)
|
(0.28)%
|
(0.28)%
|
||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
(
3
)
|
1.35%
|
1.10%
|
||
(1)
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the then current market value or the cost of the shares being redeemed.
|
(2)
|
Because the Fund is new, these expenses are based on estimated amounts for the Fund’s current fiscal year.
|
(3)
|
Tortoise Capital Advisors, L.L.C. (the “Adviser”) has contractually agreed to reimburse the Fund for its operating expenses, and may reduce its management fees, in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, brokerage commissions, interest, taxes and extraordinary expenses) do not exceed 1.35% of the average daily net assets of the Investor Class and 1.10% of the average daily net assets of the Institutional Class. Expenses reimbursed and/or fees reduced by the Adviser may be recouped by the Adviser for a period of three fiscal years following the fiscal year during which such reimbursement or reduction was made if such recoupment can be achieved within the foregoing expense limits. The Operating Expense Limitation Agreement will be in effect and cannot be terminated through at least one year from the effective date of this Prospectus, subject thereafter to termination at any time upon 60 days’ written notice by either the Trust or the Adviser through April 30, 2013. The Trust’s Board of Trustees (the “Board of Trustees”) must consent to the termination of the Operating Expense Limitation Agreement by the Adviser after one year from the effective date of this Prospectus, which consent shall not be unreasonably withheld.
|
Investor Class Shares
Institutional Class Shares
|
One Year
$705
$112
|
Three Years
$1,034
$409
|
·
|
An investment vehicle for accessing a portfolio of MLP and pipeline companies;
|
·
|
A traditional flow-through mutual fund structure with daily liquidity at NAV;
|
·
|
Simplified tax reporting through a Form 1099;
|
·
|
A fund offering the potential for total return through capital appreciation and current income;
|
·
|
A fund that may be suitable for retirement and other tax exempt accounts;
|
·
|
Potential diversification of their overall investment portfolio; and
|
·
|
Professional securities selection and active management by an experienced adviser.
|
Investor
Class
|
Institutional
Class
|
|
Minimum Initial Investment
|
$2,500
|
$1,000,000
|
Subsequent Minimum Investment
|
$100
|
$100
|
·
|
Essential
Energy
Infrastructure Assets
— Companies that operate critical assets that connect sources of energy supply to areas of energy demand. These businesses are essential to economic productivity and experience relatively inelastic demand.
|
·
|
Total Return Potential
— Companies that generate a current cash return at the time of investment with dividend or distribution growth potential. The Fund does not intend to invest in start-up companies or companies with speculative business plans.
|
·
|
Predictable Revenues —
Companies with stable and predictable revenue streams, often linked to areas experiencing demographic growth and with low commodity price risk.
|
·
|
Stable Operating Structures —
Companies with relatively low maintenance expenditures and economies of scale due to operating leverage and an appropriate ratio of debt to equity and coverage/payout ratio with respect to dividends or distributions.
|
·
|
High Barriers to Entry —
Companies with operating assets that are difficult to replicate due to regulation, natural monopolies, availability of land or high costs of new development.
|
·
|
Long-Lived Assets —
Companies that operate tangible assets with long economic useful lives.
|
·
|
Experienced, Operations-Focused Management Teams —
Companies with management teams possessing successful track records and who have substantial knowledge, experience, and focus in their particular segments of the energy infrastructure industry.
|
·
|
Review of historical and prospective financial information;
|
·
|
Quarterly updates, conference calls and/or management meetings;
|
·
|
Analysis of financial models and projections; and
|
·
|
Screening of key documents.
|
·
|
Credit Risk
. Issuers of debt securities may be unable to make principal and interest payments when they are due. There is also the risk that the securities could lose value because of a loss of confidence in the ability of the issuer to pay back debt. The degree of credit risk for a particular security may be reflected it its credit rating. Lower rated debt securities involve greater credit risk, including the possibility of default or bankruptcy.
|
·
|
Interest Rate Risk.
Debt securities could lose value because of interest rate changes. For example, bonds tend to decrease in value if interest rates rise. Debt securities with longer maturities sometimes offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt securities with shorter maturities.
|
·
|
Reinvestment Risk
. If the Fund reinvests the proceeds of matured or sold securities at market interest rates that are below its portfolio earnings rate, its income will decline.
|
·
|
Call or Prepayment Risk.
Call or prepayment occurs when the issuer of a debt security exercises its option to call or repays principal prior to the security’s maturity. During periods of declining interest rates, issuers may increase pre-payments of principal causing the Fund to invest in debt securities with lower yields thus reducing income generation. Similarly, during periods of increasing interest rates, issuers may decrease pre-payments of principal extending the duration of debt securities potentially to maturity. Debt securities with longer maturities are subject to greater price shifts as a result of interest rate changes. Also, if the Fund is unable to liquidate lower yielding securities to take advantage of a higher interest rate environment, its ability to generate income may be adversely affected. The potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility.
|
·
|
Duration Risk
. The Fund has no set policy regarding the maturity or duration of any or all of its securities. Holding long duration and long maturity investments will magnify certain risks, including interest rate risk and credit risk.
|
·
|
The name of the Fund;
|
·
|
The class of shares to be purchased;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
Your Account Application or investment stub; and
|
·
|
A check payable to the name of the Fund or a wire transfer received by the Fund.
|
Regular Mail | Overnight or Express Mail |
Tortoise MLP & Pipeline Fund
|
Tortoise MLP & Pipeline Fund
|
c/o U.S. Bancorp Fund Services, LLC
|
c/o U.S. Bancorp Fund Services, LLC
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
Wire to: | U.S. Bank, N.A. | |
ABA Number: | 075000022 | |
Credit: | U.S. Bancorp Fund Services, LLC | |
Account: | 112-952-137 | |
Further Credit: | Tortoise MLP & Pipeline Fund | |
(Shareholder Name/Account Registration) | ||
(Shareholder Account Number) | ||
(Class of shares to be purchased) |
·
|
Full name;
|
·
|
Date of birth (individuals only);
|
·
|
Social Security or taxpayer identification number; and
|
·
|
Permanent street address (a P.O. Box number alone is not acceptable).
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund;
|
·
|
The class of shares to be redeemed;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed; and
|
·
|
Signatures by all shareholders on the account and signature guarantee(s), if applicable.
|
·
|
If ownership is being changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
If a change of address request has been received by the Transfer Agent within the last 15 days; and
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
Regular Mail | Overnight or Express Mail |
Tortoise MLP & Pipeline Fund
|
Tortoise MLP & Pipeline Fund
|
c/o U.S. Bancorp Fund Services, LLC
|
c/o U.S. Bancorp Fund Services, LLC
|
P.O. Box 701
|
615 East Michigan Street, 3rd Floor
|
Milwaukee, WI 53201-0701
|
Milwaukee, WI 53202
|
·
|
Your Fund account number;
|
·
|
The name in which your account is registered; or
|
·
|
The Social Security or taxpayer identification number under which the account is registered.
|
·
|
Investors making purchases through financial intermediaries that aggregate customer accounts to accumulate the minimum initial investment;
|
·
|
Clients of financial intermediaries who charge clients an ongoing fee for advisory, investment, consulting or similar services;
|
·
|
Clients of financial intermediaries that charge their clients transaction fees with respect to their investments in the Fund;
|
·
|
Financial institutions, corporations, trusts, endowments, foundations, estates, education, religious and charitable organizations;
|
·
|
Institutions or high net worth individuals using a trust or custodial platform;
|
·
|
Certain retirement and benefit plans, including pension plans and employer sponsored retirement plans established under Section 403(b) or Section 457 of the Internal Revenue Code, or qualified under Section 401, of the Internal Revenue Code;
|
·
|
Certain qualified plans under Section 529 of the Internal Revenue Code, as amended;
|
·
|
Certain insurance related products;
|
·
|
Certain advisory accounts of the Adviser or its affiliates;
|
·
|
Trustees and Officers of the Trust; and
|
·
|
Employee retirement plans sponsored by, affiliates of, or employees (including their immediate families) of, the Adviser or its affiliates.
|
Investor
Class
|
Institutional
Class
|
|
Minimum Initial Investment
|
$2,500
|
$1,000,000
|
Subsequent Minimum Investment
|
$100
|
$100
|
Waiver/Reduction of Investment
Minimums
|
None
|
Although not limited to the list below, the Fund may waive or reduce the initial or subsequent minimum investment amounts in any of following circumstances:
·
Certain retirement, defined benefit and pension plans;
·
Bank or trust companies investing for their own accounts or acting in a fiduciary or similar capacity;
·
Institutional clients of the Adviser;
·
Trustees and Officers of the Trust; and
·
Employee retirement plans sponsored by, affiliates of, or employees (including their immediate families) of, the Adviser or its affiliates.
|
Initial Sales Charge
|
5.75% or less, with lower sales charges available for larger investments. Additionally, Investor Class shares may be purchased at NAV by certain investors. See “Elimination of Initial Sales Charges — Investor Class Shares” below for additional information.
|
None
|
Contingent Deferred Sales Charge
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a CDSC of 1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the then current market value or the cost of the shares being redeemed.
|
None
|
Ongoing Distribution/Shareholder Service Fees
|
12b-1 fee of 0.25%
|
None
|
Annual Expenses
|
Higher expense ratio than Institutional Class because distribution/shareholder servicing fees of Investor Class is higher than that of Institutional Class.
|
Lower expense ratio than Investor Class because distribution/shareholder servicing fees of Investor Class are higher than that of Institutional Class.
|
Conversion Feature
|
Subject to the Adviser’s approval, if investors currently holding Investor Class shares meet the criteria for eligible investors and would like to convert to Institutional Class shares, investors are not subject to the exchange fees. To inquire about converting your Investor Class shares to Institutional Class shares, please call
855-TCA-Fund (855-822-3863).
|
None
|
Sales Charge (Load) as % of:
|
|||
Amount of Purchase
|
Public
Offering Price
|
Net Asset
Value
(1)
|
Reallowance %
|
$0 but less than $50,000
|
5.75%
|
6.10%
|
5.00%
|
$50,000 but less than $100,000
|
4.50%
|
4.71%
|
3.75%
|
$100,000 but less than $250,000
|
3.50%
|
3.63%
|
2.75%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
2.00%
|
$500,000 but less than $1 million
|
2.00%
|
2.04%
|
1.50%
|
$1million
(2)
|
0.00%
|
0.00%
|
0.00%
|
|
|
|
(1)
|
Rounded to the nearest one-hundredth percent. Because of rounding of the calculation in determining sales charges, the charges may be more or less than those shown in the table.
|
(2)
|
No sales charge is payable at the time of purchase on investments of $1 million or more, although for such investments the Fund may impose a CDSC of 1.00% on certain redemptions made within 12 months of the purchase. If imposed, the CDSC is assessed on an amount equal to the lesser of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases in NAV above the initial purchase price.
|
·
|
Information or records regarding Fund shares held in all accounts in your name at the Fund’s Transfer Agent;
|
·
|
Information or records regarding Fund shares held in all accounts in your name at a financial intermediary; and
|
·
|
Information or records regarding Fund shares for Accounts at the Transfer Agent or another financial intermediary.
|
·
|
A qualified retirement plan under Section 401(a) of the Code or a plan operating consistent with Section 403(b) of the Code ;
|
·
|
Any bank, trust company, savings institution, registered investment adviser, financial planner or securities dealer on behalf of an account for which it provides advisory or fiduciary services pursuant to an account management fee ;
|
·
|
The Adviser and its affiliates;
|
·
|
Trustees and officers of the Trust; directors, officers and full-time employees of the Adviser and its affiliates; the spouse, life partner, or minor children under 21 of any such person; any trust or individual retirement account or self-employed retirement plan for the benefit of any such person; or the estate of any such person ;
|
·
|
Shareholders buying through select platforms and fund supermarkets where the broker/dealers customarily sell mutual funds without sales charges (check with your broker/dealer for availability and transaction charges and other fees that may be charged by the broker/dealer sponsoring the fund supermarket) ;
|
·
|
Reinvestment of all or part of the proceeds of redemption of your Investor Class Shares into the same Fund and account from which it had been redeemed, if the reinvestment is made within 60 calendar days of the Fund’s receipt of your redemption request; and
|
·
|
Any person who has, within the preceding 60 days, redeemed Fund shares through a financial institution and completes a reinstatement form upon investment with that financial institution (but only on purchases in amounts not exceeding the redeemed amounts).
|
PRIVACY NOTICE
|
FOR MORE INFORMATION
|
·
|
Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov;
|
·
|
For a fee, by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-1520; or
|
·
|
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
1
|
|
2
|
|
27
|
|
29
|
|
29
|
|
29
|
|
30
|
|
31
|
|
31
|
|
33
|
|
34
|
|
35
|
|
35
|
|
36
|
|
36
|
|
38
|
|
41
|
|
41
|
|
41
|
|
41
|
|
43
|
|
44
|
|
44
|
|
45
|
|
45
|
|
46
|
|
47
|
|
48
|
|
48
|
|
49
|
|
49
|
|
49
|
|
50
|
|
50
|
|
50
|
|
55
|
|
55
|
|
A-1
|
·
|
Under normal circumstances, the Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in securities of MLPs and pipeline companies. MLPs, also known as publicly traded partnerships, predominately operate, or directly or indirectly own, energy-related assets. Pipeline companies are defined as either entities in which the largest component of their assets, cash flow or revenue is associated with the operation or ownership of energy pipelines and complementary assets or entities operating in the energy pipeline industry as defined by standard industrial classification. Pipeline companies include investment companies that invest primarily in MLP or pipeline companies. The Fund intends to focus its investments primarily in equity securities of MLPs and pipeline companies that own and operate a network of energy infrastructure asset systems that transport, store, distribute, gather and/or process crude oil, refined petroleum products (including biodiesel and ethanol), natural gas or natural gas liquids.
|
·
|
Under normal circumstances, the Fund may invest up to 30% of its total assets in securities issued by non-U.S. issuers (including Canadian issuers), which may include securities issued by pipeline companies organized and/or having securities traded on an exchange outside the U.S. or may be securities of U.S. companies that are denominated in the currency of a different country.
|
·
|
Under normal circumstances, the Fund may also invest up to 20% of its total assets in debt securities of any issuers, including securities which may be rated below investment grade (“junk bonds”) by an NRSRO or judged by the Adviser to be of comparable credit quality.
|
·
|
Under normal circumstances, the Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued them. Illiquid securities may include restricted securities not determined by the Board of Trustees to be liquid.
|
·
|
The Fund will not invest in private companies.
|
·
|
The Fund will not engage in short sales of securities.
|
Name, Address and
Age
|
Position(s)
Held with
the Trust
|
Term of
Office and
Length of
Time
Served
|
Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal
Occupation(s)
During
the Past Five Years
|
Other
Directorships
Held by Trustee
|
Independent Trustees
|
|||||
Roel C. Campos, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 62
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Partner, Locke Lord Bissell & Liddell LLP (a law firm) (2011-present); Partner, Cooley LLP (a law firm) (2007-2011); Commissioner, U.S. Securities and Exchange Commission (2002-2007).
|
None
|
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Age: 43
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
None
|
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Age: 65
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Chief Financial Officer, Robert W. Baird & Co. Incorporated (2000-2011).
|
None
|
Name, Address and
Age
|
Position(s)
Held with
the Trust
|
Term of
Office and
Length of
Time
Served
|
Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal
Occupation(s)
During
the Past Five Years
|
Other
Directorships
Held by Trustee
|
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Age: 54
|
Trustee
|
Indefinite Term; Since April 2011
|
3
|
Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
None
|
Interested Trustee and Officers
|
|||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Age: 51
|
Chairperson, and Trustee
|
Indefinite Term; Since January 2011
|
3
|
Executive Vice President, U.S. Bancorp Fund Services, LLC (1994-present).
|
None
|
James R. Arnold
615 E. Michigan St.
Milwaukee, WI
53202
Age: 53
|
President and Principal Executive Officer
|
Indefinite Term, Since January 2011
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2002 -present).
|
N/A
|
Robert J. Slotky
2020 E. Financial Way, Suite 100
Glendora, CA 91741 Age: 63
|
Vice President, Chief Compliance Officer and Anti-Money Laundering Officer
|
Indefinite Term; Since January 2011
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2001-present).
|
N/A
|
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Age: 38
|
Treasurer and Principal Financial Officer
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
Angela L. Pingel, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 40
|
Secretary
|
Indefinite Term; Since January 2011
|
N/A
|
Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2011-present); Vice President and Securities Counsel, Marshall & Ilsley Trust Company N.A. (2007-2010); Corporation Assistant Vice President and Counsel, U.S. Bancorp Fund Services, LLC (2004-2007).
|
N/A
|
Name of Person/Position
|
Aggregate
Compensation
from the MLP
& Pipeline Fund
1
|
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
from the Fund
and the Trust
2
Paid to
Trustees
|
Roel C. Campos, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
David A. Massart, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
Leonard M. Rush, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
David M. Swanson, Independent
Trustee
|
$3,750
|
None
|
None
|
$11,250
|
Robert J. Kern, Interested Trustee
|
None
|
None
|
None
|
None
|
1
|
Trustees fees and expenses are allocated among the Fund and any other series comprising the Trust. The Administrator has agreed to pay a portion of this amount as part of the Trust’s organization costs.
|
Name of
Manager
|
Account Category
|
# of
Accounts
|
Total Assets of
Accounts
|
# of Accounts
Paying a
Performance
Fee
|
Total Assets of
Accounts
Paying a
Performance
Fee
|
|||
H. Kevin Birzer
|
||||||||
Registered investment companies
|
7
|
$4,468,551,012
|
0
|
-
|
||||
Other pooled investment vehicles
|
5
|
$164,063,608
|
1
|
$95,803,625
|
||||
Other Accounts
|
431
|
$1,486,414,959
|
0
|
-
|
||||
Zachary A. Hamel
|
||||||||
Registered investment companies
|
7
|
$4,468,551,012
|
0
|
-
|
||||
Other pooled investment vehicles
|
7
|
$225,792,601
|
1
|
$95,803,625
|
||||
Other Accounts
|
443
|
2,609,060,663
|
0
|
-
|
||||
Kenneth P. Malvey
|
||||||||
Registered investment companies
|
7
|
$4,468,551,012
|
0
|
-
|
||||
Other pooled investment vehicles
|
7
|
$225,792,601
|
1
|
$95,803,625
|
||||
Other Accounts
|
443
|
2,609,060,663
|
0
|
-
|
||||
Terry C. Matlack
|
||||||||
Registered investment companies
|
7
|
$4,468,551,012
|
0
|
-
|
||||
Other pooled investment vehicles
|
5
|
$164,063,608
|
1
|
$95,803,625
|
||||
Other Accounts
|
431
|
$1,486,414,959
|
0
|
-
|
||||
David J. Schulte
|
||||||||
Registered investment companies
|
7
|
$4,468,551,012
|
0
|
-
|
||||
Other pooled investment vehicles
|
5
|
$164,063,608
|
1
|
$95,803,625
|
||||
Other Accounts
|
431
|
$1,486,414,959
|
0
|
-
|
·
|
The investment committee (or an employee of the Adviser designated by the Investment Committee) will be responsible for all decisions regarding proxy voting, including monitoring corporate actions, making voting decisions in the best interest of the Fund, and ensuring that proxies are submitted in a timely manner.
|
·
|
The investment committee will generally vote proxies according to the Adviser’s then-current Proxy Voting Policies and Procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interests of its clients. In pursuing this policy, proxies should be voted in a manner that is intended to maximize value to the client.
|
·
|
Although the Adviser’s Proxy Voting Policies and Procedures are to be followed as a general policy, certain issues will be considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, the Adviser shall devote an appropriate amount of time and resources to monitor these changes.
|
·
|
In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that the Adviser maintains with persons having an interest in the outcome of certain votes, the Adviser will take appropriate steps to ensure that its proxy voting decisions are made in the best interest of the Fund and its shareholders, and not the product of such conflict.
|
·
|
All proxies will be voted in accordance with any applicable investment restrictions of the Fund and, to the extent applicable, any resolutions or other instructions approved by the Board of Trustees.
|
Net Assets
|
=
|
Net Asset Value Per Share
|
Shares Outstanding
|
·
|
The name of the Fund you are investing in;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
The class of shares to be purchased;
|
·
|
Your Account Application or investment stub; and
|
·
|
A check payable to the name of the Fund or a wire transfer received by the Fund.
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund you are redeeming;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed;
|
·
|
The class of shares to be redeemed; and
|
·
|
Signatures by all shareholders on the account (with signature(s) guaranteed if applicable).
|
·
|
If ownership is changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
If a change of address request was received by the Transfer Agent within the last 15 days; or
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
|
•
|
A citizen or individual resident of the United States (including certain former citizens and former long-term residents);
|
|
•
|
A corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
|
•
|
An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
|
•
|
A trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. shareholders have the authority to control all of its substantial decisions or the trust has made a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
|
—
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
|
—
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor’s policies
|
—
|
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
|
—
|
Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor’s opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities’ obligations.
|
—
|
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor’s would likely withdraw these preliminary ratings.
|
—
|
A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
|
—
|
Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
—
|
Nature of and provisions of the obligation;
|
—
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
|
—
|
Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
|
—
|
Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
(a)
|
(i)
|
Certificate of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on February 4, 2011
|
(ii)
|
Amended and Restated Agreement and Declaration of Trust – filed herewith
|
|
(b)
|
Amended and Restated Bylaws – filed herewith
|
|
(c)
|
Instruments Defining Rights of Security Holders – incorporated by reference to the Amended and Restated Agreement and Declaration of Trust and Amended and Restated Bylaws
|
|
(d)
|
(i)
|
Investment Advisory Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Corporate Financial Solutions, Inc. – filed herewith
|
(ii)
|
Investment Advisory Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Nuance Investments, LLC – filed herewith
|
|
(iii)
|
Investment Advisory Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Tortoise Capital Advisors, L.L.C. – filed herewith
|
|
(e)
|
(i)
|
Distribution Agreement between the Trust, on behalf of the Corporate America Short CU Duration Fund, and Quasar Distributors, LLC – filed herewith
|
(ii)
|
Distribution Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Quasar Distributors, LLC – filed herewith
|
|
(iii)
|
Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – filed herewith
|
|
(f)
|
Bonus or Profit Sharing Contracts – not applicable
|
|
(g)
|
Custodian Agreement between the Trust and U.S. Bank, National Association – filed herewith
|
|
(h)
|
(i)
|
Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
(ii)
|
Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
|
(iii)
|
Transfer Agent Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
|
(iv)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Corporate Financial Solutions, Inc. – filed herewith
|
|
(v)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Nuance Investments, LLC – filed herewith
|
(vi)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Tortoise Capital Advisors, L.L.C. – filed herewith
|
|
(i)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Corporate America CU Short Duration Fund, the Nuance Concentrated Value Fund and the Tortoise MLP & Pipeline Fund – filed herewith
|
|
(j)
|
(i)
|
Consent of Independent Registered Public Accounting Firm by
Cohen Fund Audit Services, Ltd. for the
Corporate America CU Short Duration Fund – filed herewith
|
(ii)
|
Power of Attorneys for Roel C. Campos, Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated April 6, 2011 – filed herewith
|
|
(k)
|
Omitted Financial Statements – not applicable
|
|
(l)
|
Initial Capital Agreements – filed herewith
|
|
(m)
|
Rule 12b-1 Plan – filed herewith
|
|
(n)
|
Rule 18f-3 Plan– filed herewith
|
|
(o)
|
Reserved
|
|
(p)
|
(i)
|
Code of Ethics for the Trust – filed herewith
|
(ii)
|
Code of Ethics for Corporate Financial Solutions, Inc. – filed herewith
|
|
(iii)
|
Code of Ethics for Nuance Investments, LLC – filed herewith
|
|
(iv)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C. – filed herewith
|
|
(v)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC – filed herewith
|
Academy Funds Trust
|
Jensen Portfolio, Inc.
|
Advisors Series Trust
|
Keystone Mutual Funds
|
Allied Asset Advisors Funds
|
Kiewit Investment Fund, LLLP
|
Alpine Equity Trust
|
Kirr Marbach Partners Funds, Inc.
|
Alpine Income Trust
|
LKCM Funds
|
Alpine Series Trust
|
Masters’ Select Funds Trust
|
Artio Global Funds
|
Matrix Advisors Value Fund, Inc.
|
Brandes Investment Trust
|
Monetta Fund, Inc.
|
Brandywine Blue Funds, Inc.
|
Monetta Trust
|
Bridges Investment Fund, Inc.
|
MP63 Fund, Inc.
|
Buffalo Funds
|
Nicholas Family of Funds, Inc.
|
Country Mutual Funds Trust
|
Permanent Portfolio Family of Funds, Inc.
|
DoubleLine Funds Trust
|
Perritt Funds, Inc.
|
Empiric Funds, Inc.
|
Perritt Microcap Opportunities Fund, Inc.
|
Evermore Funds Trust
|
PineBridge Mutual Funds
|
First American Funds, Inc.
|
PRIMECAP Odyssey Funds
|
First American Investment Funds, Inc.
|
Professionally Managed Portfolios
|
First American Strategy Funds, Inc.
|
Prospector Funds, Inc.
|
Fort Pitt Capital Funds
|
Purisima Funds
|
Glenmede Fund, Inc.
|
Quaker Investment Trust
|
Glenmede Portfolios
|
Rainier Investment Management Mutual Funds
|
Greenspring Fund, Inc.
|
RBC Funds Trust
|
Guinness Atkinson Funds
|
SCS Financial Funds
|
Harding Loevner Funds, Inc.
|
Thompson Plumb Funds, Inc.
|
Hennessy Funds Trust
|
TIFF Investment Program, Inc.
|
(b)
|
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
|
Records Maintained By:
|
Are located at:
|
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3
rd
Floor
Milwaukee, WI 53202
|
Registrant’s Custodian
|
U.S. Bank, National Association
1555 N. River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
|
Records Maintained By:
|
Are located at:
|
Registrant’s Distributor
|
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
|
Registrant’s Investment Advisers
|
|
Corporate Financial Solutions, Inc.
4365 Crescent Road
Irondale, AL 35210
|
|
Nuance Investments, LLC
One Ward Parkway, Suite 126
Kansas City, MO 64112
|
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, KS 66211
|
Signature
|
Title
|
|
/s/ Roel C. Campos*
|
Trustee
|
|
Roel C. Campos
|
||
/s/ Robert J. Kern*
|
Trustee
|
|
Robert J. Kern
|
||
/s/ David A. Massart*
|
Trustee
|
|
David A. Massart
|
||
/s/ Leonard M. Rush*
|
Trustee
|
|
Leonard M. Rush
|
||
/s/ David M. Swanson*
|
Trustee
|
|
David M. Swanson
|
||
/s/ James R. Arnold
|
President and Principal Executive Officer
|
|
James R. Arnold
|
||
/s/ Brian R. Wiedmeyer
|
Treasurer and Principal Financial Officer
|
|
Brian R. Wiedmeyer
|
||
*By:
|
/s/ James R. Arnold
|
|
James R. Arnold,
Attorney-In Fact
pursuant to Power of Attorney
|
||
Exhibit
Number
|
Description
|
|
(a)(ii)
|
Amended and Restated Agreement and Declaration of Trust is filed herewith
|
|
(b)
|
Amended and Restated Bylaws is filed herewith
|
|
(d)(i)
|
Investment Advisory Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Corporate Financial Solutions, Inc. is filed herewith
|
|
(d)(ii)
|
Investment Advisory Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Nuance Investments, LLC is filed herewith
|
|
(d)(iii)
|
Investment Advisory Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Tortoise Capital Advisors, L.L.C. is filed herewith
|
|
(e)(i)
|
Distribution Agreement between the Trust, on behalf of the Corporate America Short CU Duration Fund, and Quasar Distributors, LLC is filed herewith
|
|
(e)(ii)
|
Distribution Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Quasar Distributors, LLC is filed herewith
|
|
(e)(iii)
|
Form of Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC is filed herewith
|
|
(g)
|
Custodian Agreement between the Trust and U.S. Bank, National Association is filed herewith
|
|
(h)(i)
|
Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC is filed herewith
|
|
(h)(ii)
|
Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC is filed herewith
|
|
(h)(iii)
|
Transfer Agent Agreement between the Trust and U.S. Bancorp Fund Services, LLC is filed herewith
|
|
(h)(iv)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Corporate America CU Short Duration Fund, and Corporate Financial Solutions, Inc. is filed herewith
|
|
(h)(v)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Nuance Investments, LLC is filed herewith
|
|
(h)(vi)
|
Operating Expense Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Tortoise Capital Advisors, L.L.C. is filed herewith
|
|
(i)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Corporate America CU Short Duration Fund, the Nuance Concentrated Value Fund and the Tortoise MLP & Pipeline Fund is filed herewith
|
|
(j)(i)
|
Consent of Independent Registered Public Accounting Firm by
Cohen Fund Audit Services, Ltd. for the
Corporate America CU Short Duration Fund is filed herewith
|
|
(j)(ii)
|
Power of Attorneys for Roel C. Campos, Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated April 6, 2011 is filed herewith
|
|
(l)
|
Initial Capital Agreements is filed herewith
|
|
(m)
|
Rule 12b-1 Plan is filed herewith
|
|
(n)
|
Rule 18f-3 Plan is filed herewith
|
|
(p)(i)
|
Code of Ethics for the Trust is filed herewith
|
|
(p)(ii)
|
Code of Ethics for Corporate Financial Solutions, Inc. is filed herewith
|
|
(p)(iii)
|
Code of Ethics for Nuance Investments, LLC is filed herewith
|
|
(p)(iv)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C. is filed herewith
|
|
(p)(v)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC is filed herewith
|
|
ARTICLE I:
|
NAME AND DEFINITIONS
|
1
|
|
Section 1.
|
Name
|
1
|
Section 2.
|
Definitions
|
1
|
|
ARTICLE II:
|
PURPOSE OF TRUST
|
2
|
|
ARTICLE III:
|
SHARES
|
2
|
|
Section 1.
|
Division of Beneficial Interest
|
2
|
Section 2.
|
Ownership of Shares
|
3
|
Section 3.
|
Investments in the Trust
|
3
|
Section 4.
|
Status of Shares and Limitation of Personal Liability
|
3
|
Section 5.
|
Establishment and Designation of Series
|
4
|
|
ARTICLE IV:
|
THE BOARD OF TRUSTEES
|
7
|
|
Section 1.
|
Number, Election and Tenure
|
7
|
Section 2.
|
Effect of Death, Resignation, etc. of a Trustee
|
7
|
Section 3.
|
Powers
|
7
|
Section 4.
|
Payment of Expenses by the Trust
|
10
|
Section 5.
|
Payment of Expenses by Shareholders
|
10
|
Section 6.
|
Ownership of Assets of the Trust
|
10
|
Section 7.
|
Service Contracts
|
11
|
|
ARTICLE V:
|
SHAREHOLDERS’ VOTING POWERS AND MEETINGS
|
12
|
|
Section 1.
|
Voting Powers
|
12
|
Section 2.
|
Voting Power and Meetings
|
12
|
Section 3.
|
Quorum and Required Vote
|
12
|
Section 4.
|
Record Dates
|
13
|
Section 5.
|
Additional Provisions
|
13
|
|
ARTICLE VI: |
NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS
|
13
|
|
Section 1.
|
Determination of Net Asset Value, Net Income, and Distributions
|
13
|
|
Section 2.
|
Record Date for Dividends and Distributions |
13
|
Section 3.
|
Redemptions and Repurchases
|
13
|
Section 4.
|
Redemptions at the Option of the Trust
|
14
|
Section 5.
|
Suspension of the Right of Redemption
|
14
|
Section 6.
|
Redemption of Shares in Order to Qualify as Regulated Investment Company
|
14
|
|
ARTICLE VII:
|
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
|
15
|
|
Section 1.
|
Compensation.
|
15
|
Section 2.
|
Limitation of Liability.
|
15
|
Section 3.
|
Fiduciary Duty |
15
|
|
ARTICLE VIII:
|
MISCELLANEOUS
|
17
|
|
Section 1.
|
Liability of Third Persons Dealing with Trustees.
|
17
|
/s/ Roel C. Campos | |
Roel C. Campos | |
/s/ Robert J. Kern | |
Robert J. Kern | |
/s/ David A. Massart | |
David A. Massart | |
/s/ Leonard M. Rush | |
Leonard M. Rush | |
/s/ David M. Swanson | |
David M. Swanson |
ARTICLE I:
|
OFFICES
|
1
|
|
Section 1.
|
PRINCIPAL OFFICE
|
1
|
Section 2.
|
DELAWARE OFFICE
|
1
|
Section 3.
|
OTHER OFFICES
|
1
|
ARTICLE II:
|
TRUSTEES
|
1
|
|
Section 1.
|
PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
|
1
|
Section 2.
|
REGULAR MEETINGS
|
1
|
Section 3.
|
SPECIAL MEETINGS |
1
|
Section 4.
|
QUORUM |
2
|
Section 5.
|
WAIVER OF NOTICE |
2
|
Section 6.
|
ADJOURNMENT |
2
|
Section 7.
|
NOTICE OF ADJOURNMENT |
2
|
Section 8.
|
ACTION WITHOUT A MEETING |
2
|
Section 9.
|
FEES AND COMPENSATION OF TRUSTEES |
2
|
Section 10.
|
DELEGATION OF POWER TO OTHER TRUSTEES
|
2
|
ARTICLE III
:
|
COMMITTEES
|
3
|
|
Section 1.
|
COMMITTEES OF TRUSTEES
|
3
|
Section 2.
|
MEETINGS AND ACTION OF COMMITTEES
|
3
|
ARTICLE IV:
|
OFFICERS
|
3
|
Section 1.
|
OFFICERS
|
3
|
Section 2.
|
ELECTION OF OFFICERS
|
4
|
Section 3.
|
SUBORDINATE OFFICERS
|
4
|
Section 4.
|
REMOVAL AND RESIGNATION OF OFFICERS
|
4
|
Section 5.
|
VACANCIES IN OFFICE
|
4
|
Section 6.
|
CHAIRMAN OF THE BOARD
|
4
|
Section 7.
|
PRESIDENT
|
4
|
Section 8.
|
PRINCIPAL FINANCIAL OFFICER
|
4
|
Section 9.
|
CHIEF COMPLIANCE OFFICER
|
5
|
Section 10.
|
VICE PRESIDENTS
|
5
|
Section 11
|
SECRETARY
|
6
|
Section 12.
|
TREASURER
|
6
|
Section 13.
|
ANTI-MONEY LAUNDERING COMPLIANCE OFFICER.
|
6
|
ARTICLE V:
|
MEETINGS OF SHAREHOLDERS
|
6
|
|
Section 1.
|
PLACE OF MEETINGS
|
6
|
Section 2.
|
NOTICE OF SHAREHOLDERS’ MEETING
|
6
|
Section 3.
|
MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE |
6
|
Section 4.
|
ADJOURNED MEETING; NOTICE |
7
|
Section 5.
|
VOTING; PROXIES |
7
|
Section 6.
|
SHAREHOLDER ACTION BY WRITTEN CONSENT WITH OUT A MEETTING: WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS |
7
|
Section 7.
|
RECORD DATE FOR SHAREHOLDER NOTICE VOTING AND GIVING CONSENTS |
8
|
Section 8.
|
INSPECTORS OF ELECTION |
8
|
ARTICLE VI:
|
RECORDS AND REPORTS
|
9
|
|
Section 1.
|
MAINTENANCE AND INSPECTION OF SHARE REGISTER
|
9
|
Section 2.
|
MAINTENANCE AND INSPECTION OF BYLAWS
|
9
|
Section 3.
|
MAINTENANCE AND INSPECTION OF OTHER RECORDS
|
9
|
Section 4.
|
INSPECTION BY TRUSTEES
|
9
|
Section 5.
|
FINANCIAL STATEMENTS
|
10
|
ARTICLE VII:
|
GENERAL MATTERS
|
10
|
|
Section 1.
|
CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.
|
10
|
Section 2.
|
CONTRACTS AND INSTRUMENTS; HOW EXECUTED. |
10
|
Section 3.
|
CERTIFICATES FOR SHARES |
10
|
Section 4.
|
LOST CERTIFICATES |
10
|
Section 5.
|
REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST |
11
|
Section 6.
|
FISCAL YEAR |
11
|
Section 7.
|
PROVISIONS IN CONFLICT WITH LAW OR THE DECLARATION OF TRUST |
11
|
Section 8.
|
INTERPRETATION |
11
|
Section 9.
|
DETERMINATION OF BOARD OF TRUSTEES |
11
|
ARTICLE IX:
|
AMENDMENTS
|
12
|
(a)
|
The approval of any action which under applicable law also requires shareholders’ approval or approval of the outstanding shares, or requires approval by a majority of the entire Board or certain members of said Board;
|
(b)
|
The filling of vacancies on the Board of Trustees for serving on the Board of Trustees or on any committee;
|
(c)
|
The fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee;
|
(d)
|
The amendment or repeal of the Declaration of Trust or of the Bylaws or the adoption of new Bylaws;
|
(e)
|
The amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable;
|
(f)
|
A distribution to the shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Board of Trustees; or
|
(g)
|
The appointment of any other committee of the Board of Trustees or the members of these committees.
|
|
(a)
|
The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.
|
(b)
|
The record date for determining shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopt the resolution relating to that action or the seventy-fifth (75
th
) day before the date of such other action, whichever is later.
|
(a)
|
Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
|
(b)
|
Receive votes, ballots or consents;
|
(c)
|
Hear and determine all challenges and questions in any way arising in connection with the right to vote;
|
(d)
|
Count and tabulate all votes or consents;
|
(e)
|
Determine when the polls shall close;
|
(f)
|
Determine the result; and
|
(g)
|
Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
|
1.
|
APPOINTMENT OF ADVISER
|
2.
|
PROVISION OF INVESTMENT ADVISORY SERVICES
|
3.
|
BROKERAGE
|
4.
|
ALLOCATION OF EXPENSES
|
5.
|
INVESTMENT ADVISORY FEES
|
7.
|
TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
By: /s/ James R. Arnold
Name: James R. Arnold
Title: President and Principal Executive Officer
|
CORPORATE FINANCIAL SOLUTIONS, INC.
By: /s/ Thomas D. Bonds
Name: Thomas D. Bonds
Title: President and Chief Executive Officer
|
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
Corporate America CU Short Duration Fund
|
0.15%
|
1.
|
APPOINTMENT OF ADVISER
|
2.
|
PROVISION OF INVESTMENT ADVISORY SERVICES
|
3.
|
BROKERAGE
|
4.
|
ALLOCATION OF EXPENSES
|
5.
|
INVESTMENT ADVISORY FEES
|
7.
|
TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
By: /s/ James R. Arnold
Name: James R. Arnold
Title: President and Principal Executive Officer
|
NUANCE INVESTMENT MANAGEMENT, LLC
By: /s/ Scott A. Moore, CFA
Name: Scott A. Moore, CFA
Title: President and Chief Investment Officer
|
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
Nuance Concentrated Value Fund
|
0.85%
|
1.
|
APPOINTMENT OF ADVISER
|
2.
|
PROVISION OF INVESTMENT ADVISORY SERVICES
|
3.
|
BROKERAGE
|
4.
|
ALLOCATION OF EXPENSES
|
5.
|
INVESTMENT ADVISORY FEES
|
7.
|
TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
By: /s/ James R. Arnold
Name: James R. Arnold
Title: President and Principal Executive Officer
|
TORTOISE CAPITAL ADVISORS, L.L.C.
By: /s/ Terry Matlack
Name: Terry Matlack
Title: Managing Director
|
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
Tortoise MLP & Pipeline Fund
|
0.85%
|
1.
|
Appointment of Quasar as Distributor
|
2.
|
Services and Duties of the Distributor
|
A.
|
The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to a Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
|
B.
|
During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
|
C.
|
The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
|
D.
|
The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
|
E.
|
The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to any Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
|
F.
|
The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
|
G.
|
The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
|
H.
|
The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
|
I.
|
The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
|
J.
|
The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
|
K.
|
The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
|
3.
|
Representations and Covenants of the Trust
|
A.
|
The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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;
|
(3)
|
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;
|
(4)
|
All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
|
(5)
|
It has delivered or made available to the Distributor copies of (i) the Trust’s Trust Instrument and Bylaws (collectively, as amended from time to time, “Organic Documents”), (ii) the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (“Securities Act”), or the 1940 Act (“Registration Statement”), (iii) the current prospectuses and statements of additional information of each Fund and Class thereof (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the Trust (“Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Funds, and shall promptly furnish the Distributor with all amendments of or supplements to the foregoing. The Trust shall deliver to the Distributor a certified copy of the resolution of the Board appointing the Distributor and authorizing the execution and delivery of this Agreement.
|
(6)
|
The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
|
(7)
|
The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
|
B.
|
The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
|
C.
|
The Trust agrees to advise the Distributor promptly in writing:
|
D.
|
The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
|
E.
|
The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
|
F.
|
The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
|
G.
|
The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust agrees not to enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
|
4.
|
Additional Representations and Covenants of the Distributor
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, 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;
|
(3)
|
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;
|
(4)
|
It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
|
(5)
|
It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
|
(6)
|
In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
|
5.
|
Standard of Care
|
A.
|
The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Distributor’s duties or obligations under this Agreement or by reason or the Distributor’s reckless disregard of its duties and obligations under this Agreement
|
B.
|
The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
|
|
(i)
the advice of the Trust or of counsel, who may be counsel to the Trust or counsel to the Distributor;
|
|
(ii)
any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction);
|
|
(iii)
any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or
|
(iv)
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 Distributor to be genuine and to have been signed or presented by the Trust or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine.
|
C.
|
The Distributor 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, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. In addition, to the extent the Distributor’s obligations hereunder are to oversee or monitor the activities of third parties, the Distributor shall not be liable for any failure or delay in the performance of the Distributor’s duties caused, directly or indirectly, by the failure or delay of such third parties in performing their respective duties or cooperating reasonably and in a timely manner with the Distributor.
|
6.
|
Compensation
|
7.
|
Expenses
|
A.
|
The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) to the extent that the costs and expenses are not borne or reimbursed by an Advisor, costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
|
B.
|
The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
|
8.
|
Indemnification
|
A.
|
The Trust shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Losses”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’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; provided, however, that the Trust’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Trust’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust; provided, that the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 8(A).
|
B.
|
The Trust shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Trust’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the offer and sale of any of the Shares.
|
C.
|
The Trust shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
D.
|
The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’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; provided, however, that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided, that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
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E.
|
The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors. The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.
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F.
|
The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
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G.
|
No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
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H.
|
No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided, however, in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
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9.
|
Proprietary and Confidential Information
|
10.
|
Records
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11.
|
Compliance with Laws
|
12.
|
Term of Agreement; Amendment; Assignment
|
A.
|
This Agreement shall become effective with respect to each Fund listed on
Exhibit A
hereof as of the date such Fund is approved by the Board of Trustees of the Trust and, with respect to each Fund not in existence on that date, on the date an amendment to
Exhibit A
to this Agreement relating to that Fund is approved by the Board of Trustees of the Trust. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.
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B.
|
Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.”
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C.
|
As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
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D.
|
Sections 8 and 9 shall survive termination of this Agreement.
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13.
|
Duties in the Event of Termination
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14.
|
Governing Law
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15.
|
No Agency Relationship
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16.
|
Services Not Exclusive
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17.
|
Invalidity
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18.
|
Notices
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19.
|
Multiple Originals
|
1.
|
Appointment of Quasar as Distributor
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2.
|
Services and Duties of the Distributor
|
A.
|
The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to a Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
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B.
|
During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
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C.
|
The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
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D.
|
The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
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E.
|
The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to any Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
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F.
|
The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
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G.
|
The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
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H.
|
The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
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I.
|
The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
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J.
|
The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
|
K.
|
The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
|
3.
|
Representations and Covenants of the Trust
|
A.
|
The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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;
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(3)
|
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;
|
(4)
|
All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
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(5)
|
It has delivered or made available to the Distributor copies of (i) the Trust’s Trust Instrument and Bylaws (collectively, as amended from time to time, “Organic Documents”), (ii) the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (“Securities Act”), or the 1940 Act (“Registration Statement”), (iii) the current prospectuses and statements of additional information of each Fund and Class thereof (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the Trust (“Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Funds, and shall promptly furnish the Distributor with all amendments of or supplements to the foregoing. The Trust shall deliver to the Distributor a certified copy of the resolution of the Board appointing the Distributor and authorizing the execution and delivery of this Agreement.
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(6)
|
The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
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(7)
|
The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
|
B.
|
The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
|
C.
|
The Trust agrees to advise the Distributor promptly in writing:
|
D.
|
The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
|
E.
|
The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
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F.
|
The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
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G.
|
The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust agrees not to enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
|
4.
|
Additional Representations and Covenants of the Distributor
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, 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;
|
(3)
|
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;
|
(4)
|
It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
|
(5)
|
It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
|
(6)
|
In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
|
5.
|
Standard of Care
|
A.
|
The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Distributor’s duties or obligations under this Agreement or by reason or the Distributor’s reckless disregard of its duties and obligations under this Agreement
|
B.
|
The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
|
|
(i) the advice of the Trust or of counsel, who may be counsel to the Trust or counsel to the Distributor;
|
|
(ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction);
|
|
(iii) any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or
|
(iv) 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 Distributor to be genuine and to have been signed or presented by the Trust or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine.
|
C.
|
The Distributor 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, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. In addition, to the extent the Distributor’s obligations hereunder are to oversee or monitor the activities of third parties, the Distributor shall not be liable for any failure or delay in the performance of the Distributor’s duties caused, directly or indirectly, by the failure or delay of such third parties in performing their respective duties or cooperating reasonably and in a timely manner with the Distributor.
|
6.
|
Compensation
|
7.
|
Expenses
|
A.
|
The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) to the extent that the costs and expenses are not borne or reimbursed by an Advisor, costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
|
B.
|
The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
|
8.
|
Indemnification
|
A.
|
The Trust shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Losses”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’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; provided, however, that the Trust’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Trust’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust; provided, that the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 8(A).
|
B.
|
The Trust shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Trust’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the offer and sale of any of the Shares.
|
C.
|
The Trust shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
D.
|
The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’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; provided, however, that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided, that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
|
E.
|
The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors. The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.
|
F.
|
The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
G.
|
No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
|
H.
|
No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided, however, in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
|
9.
|
Proprietary and Confidential Information
|
10.
|
Records
|
11.
|
Compliance with Laws
|
12.
|
Term of Agreement; Amendment; Assignment
|
A.
|
This Agreement shall become effective with respect to each Fund listed on
Exhibit A
hereof as of the date such Fund is approved by the Board of Trustees of the Trust and, with respect to each Fund not in existence on that date, on the date an amendment to
Exhibit A
to this Agreement relating to that Fund is approved by the Board of Trustees of the Trust. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.
|
B.
|
Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.”
|
C.
|
As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
|
D.
|
Sections 8 and 9 shall survive termination of this Agreement.
|
13.
|
Duties in the Event of Termination
|
1.
|
Appointment of Quasar as Distributor
|
2.
|
Services and Duties of the Distributor
|
A.
|
The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to a Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
|
B.
|
During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
|
C.
|
The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
|
D.
|
The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
|
E.
|
The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to any Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
|
F.
|
The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
|
G.
|
The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
|
H.
|
The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
|
I.
|
The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
|
J.
|
The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
|
K.
|
The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
|
3.
|
Representations and Covenants of the Trust
|
A.
|
The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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;
|
(3)
|
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;
|
(4)
|
All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
|
(5)
|
It has delivered or made available to the Distributor copies of (i) the Trust’s Trust Instrument and Bylaws (collectively, as amended from time to time, “Organic Documents”), (ii) the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (“Securities Act”), or the 1940 Act (“Registration Statement”), (iii) the current prospectuses and statements of additional information of each Fund and Class thereof (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the Trust (“Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Funds, and shall promptly furnish the Distributor with all amendments of or supplements to the foregoing. The Trust shall deliver to the Distributor a certified copy of the resolution of the Board appointing the Distributor and authorizing the execution and delivery of this Agreement.
|
(6)
|
The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
|
(7)
|
The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
|
B.
|
The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
|
C.
|
The Trust agrees to advise the Distributor promptly in writing:
|
D.
|
The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
|
E.
|
The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
|
F.
|
The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
|
G.
|
The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust agrees not to enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
|
4.
|
Additional Representations and Covenants of the Distributor
|
(1)
|
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;
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, 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;
|
(3)
|
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;
|
(4)
|
It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
|
(5)
|
It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
|
(6)
|
In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
|
5.
|
Standard of Care
|
A.
|
The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Distributor’s duties or obligations under this Agreement or by reason or the Distributor’s reckless disregard of its duties and obligations under this Agreement
|
B.
|
The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
|
C.
|
The Distributor 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, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. In addition, to the extent the Distributor’s obligations hereunder are to oversee or monitor the activities of third parties, the Distributor shall not be liable for any failure or delay in the performance of the Distributor’s duties caused, directly or indirectly, by the failure or delay of such third parties in performing their respective duties or cooperating reasonably and in a timely manner with the Distributor.
|
6.
|
Compensation
|
7.
|
Expenses
|
A.
|
The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) to the extent that the costs and expenses are not borne or reimbursed by an Advisor, costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
|
B.
|
The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
|
8.
|
Indemnification
|
A.
|
The Trust shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Losses”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’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; provided, however, that the Trust’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Trust’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust; provided, that the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 8(A).
|
B.
|
The Trust shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Trust’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the offer and sale of any of the Shares.
|
C.
|
The Trust shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
D.
|
The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’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; provided, however, that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided, that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
|
E.
|
The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors. The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.
|
F.
|
The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
|
G.
|
No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
|
H.
|
No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided, however, in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
|
9.
|
Proprietary and Confidential Information
|
10.
|
Records
|
11.
|
Compliance with Laws
|
12.
|
Term of Agreement; Amendment; Assignment
|
A.
|
This Agreement shall become effective with respect to each Fund listed on
Exhibit A
hereof as of the date such Fund is approved by the Board of Trustees of the Trust and, with respect to each Fund not in existence on that date, on the date an amendment to
Exhibit A
to this Agreement relating to that Fund is approved by the Board of Trustees of the Trust. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.
|
B.
|
Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.”
|
C.
|
As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
|
D.
|
Sections 8 and 9 shall survive termination of this Agreement.
|
13.
|
Duties in the Event of Termination
|
(a)
|
A copy of the Trust’s declaration of trust, certified by the Secretary;
|
(b)
|
A copy of the Trust’s bylaws, certified by the Secretary;
|
(c)
|
A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian, certified by the Secretary;
|
(d)
|
A copy of the current prospectuses of each Fund (the “Prospectus”);
|
(e)
|
A certification of the Chairman or the President and the Secretary of the Trust setting forth the names and signatures of the current Officers of the Trust and other Authorized Persons; and
|
(f)
|
An executed authorization required by the Shareholder Communications Act of 1985, attached hereto as
Exhibit B
.
|
(a)
|
In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian.
|
(b)
|
If, after the initial appointment of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Trust and make the necessary determinations as to any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act.
|
(c)
|
In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
|
(d)
|
The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act.
|
(e)
|
At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund with a Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable.
|
(f)
|
With respect to its responsibilities under this Section 3.03, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States.
|
(g)
|
The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks.
|
(h)
|
The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.
|
(a)
|
The Custodian, on an on-going basis, shall deposit in a Securities Depository or Book-Entry System all Securities eligible for deposit therein and shall make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities.
|
(b)
|
Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account (“Depository Account”) of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers.
|
(c)
|
The records of the Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, identify such Securities as belonging to the Fund.
|
(d)
|
If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund.
|
(e)
|
The Custodian shall provide the Trust with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository.
|
(f)
|
Notwithstanding anything to the contrary in this Agreement, the Custodian shall be liable to the Trust for any loss or damage to the Fund resulting from (i) the use of a Book-Entry System or Securities Depository by reason of any negligence or willful misconduct on the part of the Custodian or any Sub-Custodian, or (ii) failure of the Custodian or any Sub-Custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository. At its election, the Trust shall be subrogated to the rights of the Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person from any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage.
|
(g)
|
With respect to its responsibilities under this Section 3.05 and pursuant to Rule 17f-4 under the 1940 Act, the Custodian hereby warrants to the Trust that it agrees to (i) exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such assets, (ii) provide, promptly upon request by the Trust, such reports as are available concerning the Custodian’s internal accounting controls and financial strength, and (iii) require any Sub-Custodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders.
|
(a)
|
For the purchase of Securities for the Fund but only in accordance with Section 4.01 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any Sub-Custodian) of such Securities registered as provided in Section 3.09 below or in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.05 above; (ii) in the case of options on Securities, against delivery to the Custodian (or any Sub-Custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to the Custodian (or any Sub-Custodian) of evidence of title thereto in favor of the Fund or any nominee referred to in Section 3.09 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into between the Trust and a bank which is a member of the Federal Reserve System or between the Trust and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian's account at a Book-Entry System or Securities Depository with such Securities;
|
(b)
|
In connection with the conversion, exchange or surrender, as set forth in Section 3.07(f) below, of Securities owned by the Fund;
|
(c)
|
For the payment of any dividends or capital gain distributions declared by the Fund;
|
(d)
|
In payment of the redemption price of Shares as provided in Section 5.01 below;
|
(e)
|
For the payment of any expense or liability incurred by the Fund, including, but not limited to, the following payments for the account of the Fund: interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;
|
(f)
|
For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;
|
(g)
|
For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;
|
(h)
|
For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and
|
(i)
|
For any other proper purpose, but only upon receipt of Proper Instructions, specifying the amount and purpose of such payment, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.
|
(a)
|
Upon the sale of Securities for the account of the Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit;
|
(b)
|
In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.05 above;
|
(c)
|
To an offeror’s depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
|
(d)
|
To the issuer thereof or its agent (i) for transfer into the name of the Fund, the Custodian or any Sub-Custodian, or any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian;
|
(e)
|
To the broker selling the Securities, for examination in accordance with the “street delivery” custom;
|
(f)
|
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;
|
(g)
|
Upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by the Fund;
|
(h)
|
In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;
|
(i)
|
For delivery in connection with any loans of Securities of the Fund, but only against receipt of such collateral as the Trust shall have specified to the Custodian in Proper Instructions;
|
(j)
|
For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Trust, but only against receipt by the Custodian of the amounts borrowed;
|
(k)
|
Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Trust;
|
(l)
|
For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;
|
(m)
|
For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;
|
(n)
|
For any other proper corporate purpose, but only upon receipt of Proper Instructions, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such Securities shall be made; or
|
(o)
|
To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct.
|
(a)
|
Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business;
|
(b)
|
Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;
|
(c)
|
Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments;
|
(d)
|
Surrender interim receipts or Securities in temporary form for Securities in definitive form;
|
(e)
|
Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Trust at such time, in such manner and containing such information as is prescribed by the IRS;
|
(f)
|
Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and
|
(g)
|
In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund.
|
(a)
|
The Custodian shall maintain complete and accurate records with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest receivable; (iii) canceled checks and bank records related thereto; and (iv) all records relating to its activities and obligations under this Agreement. The Custodian shall keep such other books and records of the Fund as the Trust shall reasonably request, or as may be required by the 1940 Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder.
|
(b)
|
All such books and records maintained by the Custodian shall (i) be maintained in a form acceptable to the Trust and in compliance with the rules and regulations of the SEC, (ii) be the property of the Trust and at all times during the regular business hours of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Trust and employees or agents of the SEC, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rules 31a-1 and 31a-2 under the 1940 Act.
|
(a)
|
in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund;
|
(b)
|
for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund;
|
(c)
|
which constitute collateral for loans of Securities made by the Fund;
|
(d)
|
for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and
|
(e)
|
for other proper corporate purposes, but only upon receipt of Proper Instructions, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes.
|
(a)
|
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;
|
(b)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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
|
(c)
|
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.
|
(a)
|
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;
|
(b)
|
It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.
|
(c)
|
This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes a valid and legally binding obligation of the Custodian, 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
|
(d)
|
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.
|
(a)
|
Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
|
(b)
|
The indemnity provisions of this Article shall indefinitely survive the termination and/or assignment of this Agreement.
|
(c)
|
In order that the indemnification provisions contained in this Article X 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 and will keep the indemnitor advised with respect to all developments concerning such claim. 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 Article X. 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. Upon request, the indemnitee shall provide reasonable assistance (at the indemnitor’s cost) to the indemnitor so that indemnitor may defend such claim.
|
(d)
|
The obligations assumed by a particular Fund hereunder shall be limited in all cases to such Fund and to the assets of that Fund only.
|
1.
|
Appointment of USBFS as Administrator
|
2.
|
Services and Duties of USBFS
|
A.
|
General Fund Management:
|
(1)
|
Act as liaison among Fund service providers.
|
(2)
|
Supply:
|
a.
|
Corporate secretarial services.
|
b.
|
Office facilities (which may be in USBFS’s, or an affiliate’s, own offices).
|
c.
|
Non-investment-related statistical and research data as needed.
|
(3)
|
Coordinate the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”) communications, such as:
|
a.
|
Prepare meeting agendas and resolutions, with the assistance of Fund counsel.
|
b.
|
Prepare reports for the Board of Trustees based on financial and administrative data.
|
c.
|
Evaluate independent auditor.
|
d.
|
Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto.
|
e.
|
Prepare minutes of meetings of the Board of Trustees and Fund shareholders.
|
f.
|
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.
|
g.
|
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.
|
h.
|
Board of Trustees questionnaires.
|
(4)
|
Audits:
|
a.
|
Prepare appropriate schedules and assist independent auditors.
|
b.
|
Provide information to the SEC and facilitate audit process.
|
c.
|
Provide office facilities.
|
(5)
|
Assist in overall operations of the Fund.
|
(6)
|
Pay Fund expenses upon written authorization from the Trust.
|
(7)
|
Keep the Trust’s governing documents, including its charter, bylaws and minute books.
|
(8)
|
Monitor arrangements under shareholder services or similar plan.
|
(9)
|
Prepare plans, procedures, policies and amendments thereto as reasonably requested by the Trust.
|
B.
|
Compliance:
|
(1)
|
Regulatory Compliance:
|
a.
|
Monitor compliance with the 1940 Act requirements, including:
|
|
(i)
|
Asset diversification tests.
|
|
(ii)
|
Total return and SEC yield calculations.
|
|
(iii)
|
Maintenance of books and records under Rule 31a-3.
|
|
(iv)
|
Code of ethics requirements under Rule 17j-1 for the disinterested Trustees.
|
b.
|
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”).
|
|
c.
|
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 Sarbanes-Oxley 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.
|
d.
|
Monitor applicable regulatory and operational service issues, and update Board of Trustees periodically.
|
(2)
|
Blue Sky Compliance:
|
a.
|
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.
|
b.
|
Monitor status and maintain registrations in each state.
|
c.
|
Provide updates regarding material developments in state securities regulation.
|
(3)
|
SEC Registration and Reporting:
|
a.
|
Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed.
|
b.
|
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.
|
c.
|
Coordinate the printing, filing and mailing of Prospectuses, SAI’s and shareholder reports, and amendments and supplements thereto.
|
d.
|
File fidelity bond under Rule 17g-1.
|
e.
|
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.
|
(4)
|
IRS Compliance:
|
a.
|
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:
|
|
(i)
|
Asset diversification requirements.
|
|
(ii)
|
Qualifying income requirements.
|
|
(iii)
|
Distribution requirements.
|
b.
|
Calculate required distributions (including excise tax distributions).
|
C.
|
Financial Reporting:
|
(1)
|
Provide financial data required by the Prospectus and SAI.
|
(2)
|
Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the SEC, and independent accountants.
|
(3)
|
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.
|
(4)
|
Compute the yield, total return, expense ratio and portfolio turnover rate of the Fund.
|
(5)
|
Monitor the expense accruals and notify the Trust’s management of any proposed adjustments.
|
(6)
|
Prepare quarterly financial statements, which include, without limitation, the following items:
|
a.
|
Schedule of Investments.
|
b.
|
Statement of Assets and Liabilities.
|
c.
|
Statement of Operations.
|
d.
|
Statement of Changes in Net Assets.
|
e.
|
Cash Statement.
|
f.
|
Schedule of Capital Gains and Losses.
|
(7)
|
Prepare quarterly broker security transaction summaries.
|
D.
|
Tax Reporting:
|
(1)
|
Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules.
|
(2)
|
Prepare state income breakdowns where relevant.
|
(3)
|
File Form 1099 for payments to disinterested Trustees and other service providers.
|
(4)
|
Monitor wash sale losses.
|
(5)
|
Calculate eligible dividend income for corporate shareholders.
|
3.
|
Compensation
|
4.
|
Representations and Warranties
|
A.
|
The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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
|
|
(3)
|
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.
|
B.
|
USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
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
|
|
(3)
|
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.
|
5.
|
Standard of Care; Indemnification; Limitation of Liability
|
A.
|
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 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 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 instruction provided to USBFS by any duly authorized officer of 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 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.
|
B.
|
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 and will keep the indemnitor advised with respect to all developments concerning such claim. 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. Upon request, the indemnitee shall provide reasonable assistance (at the indemnitor’s cost) to the indemnitor so that indemnitor may defend such claim.
|
C.
|
The indemnity and defense provisions set forth in this Section 5 shall indefinitely survive the termination and/or assignment of this Agreement.
|
D.
|
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.
|
E.
|
The obligations assumed by a particular Fund hereunder shall be limited in all cases to such Fund and to the assets of that Fund only.
|
6.
|
Data Necessary to Perform Services
|
7.
|
Proprietary and Confidential Information
|
8.
|
Records
|
9.
|
Compliance with Laws
|
10.
|
Term of Agreement; Amendment
|
11.
|
Duties in the Event of Termination
|
1.
|
Appointment of USBFS as Fund Accountant
|
2.
|
Services and Duties of USBFS
|
(1)
|
Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.
|
(2)
|
For each valuation date, obtain prices from a pricing source approved by the board of trustees of the Trust (the “Board of Trustees”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities.
|
(3)
|
Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.
|
(4)
|
Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.
|
(5)
|
On a daily basis, reconcile cash of the Fund with the Fund’s custodian.
|
(6)
|
Transmit a copy of the portfolio valuation to the Fund’s investment adviser daily.
|
(7)
|
Review the impact of current day’s activity on a per share basis, and review changes in market value.
|
(1)
|
For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.
|
(2)
|
Process and record payments for Fund expenses upon receipt of written authorization from the Trust.
|
(3)
|
Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Trust.
|
(4)
|
Provide expense accrual and payment reporting.
|
(1)
|
Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.
|
(2)
|
Apply equalization accounting as directed by the Trust.
|
(3)
|
Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.
|
(4)
|
Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon.
|
(5)
|
Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund's current prospectus.
|
(6)
|
Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.
|
(7)
|
Communicate to the Trust, at an agreed upon time, the per share net asset value for each valuation date.
|
(8)
|
Report the per share net asset value for each valuation date to NASDAQ and as agreed with the Trust.
|
(9)
|
Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances.
|
(10)
|
Prepare monthly security transactions listings.
|
(1)
|
Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).
|
(2)
|
Maintain tax lot detail for the Fund’s investment portfolio.
|
(3)
|
Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust.
|
(4)
|
Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
|
(1)
|
Support reporting to regulatory bodies and support financial statement preparation by providing accounting information as reasonably requested by the Trust and making the Fund's accounting records available to the Trust, the Securities and Exchange Commission (the “SEC”), and the independent accountants.
|
(2)
|
Maintain accounting records according to the 1940 Act and regulations provided thereunder.
|
(3)
|
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 Sarbanes-Oxley 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.
|
(4)
|
Cooperate with the Trust’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination.
|
3.
|
License of Data; Warranty; Termination of Rights
|
A.
|
The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity.
|
B.
|
THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER.
|
C.
|
USBFS may use different suppliers to provide Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.
|
4.
|
Pricing of Securities
|
A.
|
For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Trustees and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities.
|
B.
|
In the event that the Trust at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Trust acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) the Trust assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.
|
5.
|
Changes in Accounting Procedures
|
6.
|
Changes in Equipment, Systems, Etc.
|
7.
|
Compensation
|
8.
|
Representations and Warranties
|
A.
|
The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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
|
|
(3)
|
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.
|
B.
|
USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
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
|
|
(3)
|
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.
|
9.
|
Standard of Care; Indemnification; Limitation of Liability
|
A.
|
USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any third party 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 Trust shall indemnify and hold harmless USBFS and its suppliers from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS or its suppliers may sustain or incur or that may be asserted against USBFS or its suppliers by any person arising out of or related to (X) 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 instruction provided to USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, 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 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.
|
B.
|
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 and will keep the indemnitor advised with respect to all developments concerning such claim. 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. Upon request, the indemnitee shall provide reasonable assistance (at the indemnitor’s cost) to the indemnitor so that indemnitor may defend such claim.
|
C.
|
The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the termination and/or assignment of this Agreement.
|
D.
|
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.
|
E.
|
The obligations assumed by a particular Fund hereunder shall be limited in all cases to such Fund and to the assets of that Fund only.
|
10.
|
Proprietary and Confidential Information
|
A.
|
USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to 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 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.
|
B.
|
The Trust, on behalf of itself and its trustees, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.
|
11.
|
Records
|
12.
|
Compliance with Laws
|
13.
|
Term of Agreement; Amendment
|
14.
|
Duties in the Event of Termination
|
15.
|
Assignment
|
16.
|
Governing Law
|
1.
|
Appointment of USBFS as Transfer Agent
|
2.
|
Services and Duties of USBFS
|
A.
|
Receive and process all orders for the purchase, exchange, transfer and/or redemption of shares in accordance with Rule 22c-1 under the 1940 Act, other applicable regulations, and as specified in the Fund’s prospectus (the “Prospectus”).
|
B.
|
Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the instruction provided or the Trust’s custodian, and record the appropriate number of shares being held in the appropriate shareholder account.
|
C.
|
Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Trust's custodian.
|
D.
|
Pay proceeds upon receipt from the Trust's custodian, where relevant, in accordance with the instructions of redeeming shareholders.
|
E.
|
Process transfers of shares in accordance with the shareholder's instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus.
|
F.
|
Prepare and transmit payments, or apply reinvestments for dividends and distributions declared by the Trust with respect to the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions.
|
G.
|
Serve as the Fund’s agent in connection with systematic plans including but not limited to systematic investment plans, and systematic withdrawal plans and systematic exchange plans.
|
H.
|
Make changes to shareholder records, including, but not limited to, address and plan changes (e.g., systematic investment and withdrawal and dividend reinvestment).
|
I.
|
Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Fund prospectus.
|
J.
|
Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a record of the total number of shares of the Fund which are authorized, issued and outstanding.
|
K.
|
Prepare ad-hoc reports as necessary at prevailing rates.
|
L.
|
Mail shareholder reports and Prospectuses to current shareholders.
|
M.
|
Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders.
|
N.
|
Provide shareholder account information upon request and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Trust.
|
O.
|
Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Trust, all as required by applicable federal tax laws and regulations.
|
P.
|
Answer correspondence from shareholders, securities brokers and others relating to USBFS’s duties hereunder within required time period established by applicable regulation.
|
Q.
|
Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which USBFS is responsible in accordance with the “as of” processing guidelines set forth on
Exhibit A
hereto.
|
R.
|
Calculate average assets held in shareholder accounts for purposes of paying 12b-1 and/or shareholder servicing fees as directed by the Fund.
|
S.
|
Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections.
|
T.
|
Provide personnel to respond to telephone inquiries from shareholders and prospective shareholders,
|
U.
|
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 Sarbanes-Oxley 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.
|
3.
|
Lost Shareholder Due Diligence Searches and Servicing
|
4.
|
Anti-Money Laundering and Red Flag Identity Theft Prevention Programs
|
(a)
|
Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence money laundering or identity theft activities in connection with the Trust or any shareholder of the Fund;
|
(b)
|
Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Trust agrees not to communicate this information to the customer;
|
(c)
|
Any reports received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS’s anti-money laundering monitoring or the Red Flag Identity Theft Prevention Program on behalf of the Trust;
|
(d)
|
Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c); and
|
(e)
|
Certified annual and quarterly reports of its monitoring and customer identification activities on behalf of the Trust.
|
5.
|
Compensation
|
6.
|
Representations and Warranties
|
A.
|
The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of 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;
|
|
(3)
|
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; and
|
|
(4)
|
A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares.
|
B.
|
USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
|
|
(1)
|
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;
|
|
(2)
|
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;
|
|
(3)
|
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; and
|
|
(4)
|
It is a registered transfer agent under the Exchange Act.
|
7.
|
Standard of Care; Indemnification; Limitation of Liability
|
A.
|
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 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 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 instruction provided to USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust (the “Board of Trustees”), 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 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.
|
B.
|
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 and will keep the indemnitor advised with respect to all developments concerning such claim. 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. Upon request, the indemnitee shall provide reasonable assistance (at the indemnitor’s cost) to the indemnitor so that indemnitor may defend such claim.
|
C.
|
The indemnity and defense provisions set forth in this Section 6 shall indefinitely survive the termination and/or assignment of this Agreement.
|
D.
|
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.
|
E.
|
The obligations assumed by a particular Fund hereunder shall be limited in all cases to such Fund and to the assets of that Fund only.
|
8.
|
Data Necessary to Perform Services
|
9.
|
Proprietary and Confidential Information
|
10.
|
Records
|
11.
|
Compliance with Laws
|
12.
|
Term of Agreement; Amendment
|
13.
|
Duties in the Event of Termination
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
|
CORPORATE FINANCIAL SOLUTIONS, INC.
|
|
By: /s/ James R. Arnold
|
By: /s/ Ben Hayley
|
|
Name: James R. Arnold
|
Name: Ben Hayley
|
|
Title: President and Principal Executive Officer
|
Title: Chief Compliance Officer
|
Series of Managed Portfolio Series
|
Operating Expense Limit
|
Termination Date
|
||
Corporate America CU Short Duration Fund
|
0.49% on average annual net assets up to $1 billion
0.39% on average annual net assets over $1 billion
|
April 30, 2013
|
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
|
NUANCE INVESTMENT MANAGEMENT, LLC
|
|
By: /s/ James R. Arnold
|
By: /s/ Scott A. Moore, CFA
|
|
Name: James R. Arnold
|
Name: Scott A. Moore, CFA
|
|
Title: President and Principal Executive Officer
|
Title: President and Chief Investment Officer
|
Series of Managed Portfolio Series
|
Operating Expense Limit
|
Termination Date
|
||
Nuance Concentrated Value Fund
|
1.15% of average daily net assets
|
April 30, 2013
|
||
MANAGED PORTFOLIO SERIES
on behalf of the series listed on Schedule A
|
TORTOISE CAPITAL ADVISORS, L.L.C.
|
|
By: /s/ James R. Arnold
|
By: /s/ Terry Matlack
|
|
Name: James R. Arnold
|
Name: Terry Matlack
|
|
Title: President and Principal Executive Officer
|
Title: Managing Director
|
Series of Managed Portfolio Series
|
Operating Expense Limit
|
Termination Date
|
||
Tortoise MLP & Pipeline Fund
|
||||
Institutional Class
|
1.10% of average daily net assets
|
April 30, 2013
|
||
Investor Class
|
1.35% of average daily net assets
|
April 30, 2013
|
|
Re:
|
Managed Portfolio Series
|
(a)
|
The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on January 27, 2011 (the “Certificate of Trust”);
|
(b)
|
The Agreement and Declaration of Trust of the Trust, dated as of January 25, 2011, made by the trustees named therein as amended and restated by the Amended and Restated Agreement and Declaration of Trust of the Trust, dated as of May 4, 2011 (as so amended and restated, the “Trust Instrument”);
|
(c)
|
The Trust’s Registration Statement on Form N-1A (the “Registration Statement”), to be filed with the Securities and Exchange Commission on or about the date hereof;
|
(d)
|
The By-Laws of the Trust, dated as of January 25, 2011, as amended and restated by the Amended and Restated By-laws of the Trust, dated as of May 4, 2011 (as so amended and restated, the “By-Laws”) each as approved by the Board of Trustees of the Trust (the “Board”);
|
(e)
|
Copies of certain resolutions (the “Resolutions”) adopted by the Board with respect to the (i) Corporate America CU Short Duration Fund, (ii) the Nuance Concentrated Valve Fund and (iii) the Tortoise MLP & Pipeline Fund series of the Trust and the issuance of shares of beneficial interest in such series of the Trust (each a “Share,” and collectively, the “Shares”);
|
(f)
|
A certificate of the Secretary of the Trust with respect to certain matters, dated on or about the date hereof; and
|
(g)
|
A Certificate of Good Standing for the Trust, dated May 4, 2011, obtained from the Secretary of State.
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
|
Tortoise MLP & Pipeline Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
|
Tortoise MLP & Pipeline Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
1.
|
Front-end sales charges or CDSCs;
|
2.
|
Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;
|
3.
|
Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;
|
4.
|
SEC and blue sky registration fees incurred separately by a particular Class;
|
5.
|
Litigation or other legal expenses relating solely to a particular Class;
|
6.
|
Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular Class;
|
7.
|
Expenses of administrative personnel and services as required to support the shareholders of a particular Class;
|
8.
|
Audit or accounting fees or expenses relating solely to a particular Class;
|
9.
|
Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and
|
10.
|
Any other expenses, excluding advisory or custodial fees or other expenses related to the management of a Fund’s assets, subsequently identified that should be properly allocated to a particular Class, which shall be approved by the Trust’s Board of Trustees (the “Board”) and a majority of the trustees of the Board who are not interested trustees (each, a “Disinterested Trustee”).
|
1.
|
Maximum Initial Sales Charge: 5.75%
|
2.
|
Contingent Deferred Sales Charge: None
|
3.
|
Maximum Annual Rule 12b-1 Distribution Fee: 0.25%
|
4.
|
Maximum Annual Shareholder Servicing Fee: None
|
5.
|
Conversion Features:
None
|
6.
|
Exchange Privileges
: As described in the current prospectus for the Fund
|
7.
|
Redemption Fees:
As described in the current prospectus for the Fund
|
1.
|
Maximum Initial Sales Charge: None
|
2.
|
Contingent Deferred Sales Charge: None
|
3.
|
Maximum Annual Rule 12b-1 Distribution Fee: None
|
4.
|
Maximum Annual Shareholder Servicing Fee: None
|
5.
|
Conversion Features:
None
|
6.
|
Exchange Privileges
: As described in the current prospectus for the Fund
|
7.
|
Redemption Fees:
As described in the current prospectus for the Fund
|
1.
|
BACKGROUND
|
2.
|
KEY DEFINITIONS
|
3.
|
GENERAL PROHIBITIONS UNDER THE RULE
|
(a)
|
Employ any device, scheme or artifice to defraud a Fund;
|
(b)
|
Make any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;
|
(c)
|
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or
|
(d)
|
Engage in any manipulative practice with respect to a Fund.
|
4.
|
ACCESS PERSON REPORTS
|
|
(a)
|
INITIAL HOLDINGS
REPORT.
Within ten days of becoming an Access Person (and the information must be current as of no more than 45 days prior to becoming an Access Person), each Access Person must report the following information:
|
|
(1)
|
The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;
|
|
(2)
|
The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and
|
|
(3)
|
The date the report is submitted by the Access Person.
|
|
(b)
|
QUARTERLY TRANSACTION REPORTS
.
Within thirty days of the end of each calendar quarter, each Access Person must report the following information:
|
|
(1)
|
With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect Beneficial Ownership:
|
|
(i)
|
The date of the transaction, the title and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and the principal amount of each Covered Security involved;
|
|
(ii)
|
The nature of the transaction (
i.e.,
purchase, sale);
|
|
(iii)
|
The price of the Covered Security at which the transaction was effected;
|
|
(iv)
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
|
(v)
|
The date that the report is submitted by the Access Person.
|
|
(2)
|
With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
|
|
(i)
|
The name of the broker, dealer or bank with whom the Access Person established the account;
|
|
(ii)
|
The date the account was established; and
|
|
(iii)
|
The date that the report is submitted by the Access Person.
|
|
(c)
|
ANNUAL HOLDINGS REPORTS
.
Each year, the Access Person must report the following information (and the information must be current as of no more than 45 days prior to the date of the report):
|
|
(1)
|
The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;
|
|
(2)
|
The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person; and
|
|
(3)
|
The date the report is submitted by the Access Person.
|
5.
|
EXCEPTIONS TO REPORTING REQUIREMENTS
|
|
(a)
|
PRINCIPAL UNDERWRITER
.
An Access Person of a Fund’s principal underwriter is not required to make any Reports under Section 5
above if the principal underwriter:
|
|
(1)
|
Is not an affiliated person of the Trust or any investment adviser to a Fund; and
|
|
(2)
|
Has no officer, director or general partner who serves as an officer, director or general partner of the Trust or of any investment adviser to a Fund.
|
|
(b)
|
INDEPENDENT TRUSTEE
.
A trustee of the Trust who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (an “Independent Trustee”), and who would be required to make a report solely by reason of being a Trustee of the Trust, is not required to:
|
|
(1)
|
File an INITIAL HOLDINGS REPORT
or ANNUAL HOLDINGS REPORT
;
and
|
|
(2)
|
File a QUARTERLY TRANSACTION REPORT
,
unless the Independent Trustee knew, or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known that during a 15 day period immediately before or after his or her transaction in a Covered Security, that a Fund purchased or sold the Covered Security, or a Fund or its investment adviser considered purchasing or selling the Covered Security.
|
6.
|
ADMINISTRATION OF THE CODE OF ETHICS--REPORTING VIOLATIONS AND CERTIFYING COMPLIANCE
|
(a)
|
The Compliance Officer shall circulate the Code of Ethics and receive within 10 days of becoming an Access Person and on an annual basis an acknowledgement from each Access Person reporting under the Code of Ethics that the Code of Ethics has been read and understood.
|
(b)
|
The Compliance Officer shall compare all Reports with the transactional activity of each Fund to determine whether a possible violation of the Code of Ethics and/or other applicable trading policies and procedures may have occurred.
|
(c)
|
On an annual basis, the Compliance Officer shall; (i) submit a written report to the Board describing any issues arising under the Code of Ethics or procedures, including information about any material violations of the Code of Ethics or procedures and any sanctions imposed due to such violations; and (ii) certify that the Trust has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.
|
(d)
|
On an annual basis, each investment adviser to the Trust and the Trust’s principal underwriter shall submit a written report to the Trust’s Board of Trustees (“Board”) describing any issues arising under the Code of Ethics or procedures, including information about any material violations of the Code of Ethics or procedures and any sanctions imposed due to such violations; and (ii) certify that the Trust has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.
|
(e)
|
The Compliance Officer shall investigate any violation or potential violation of the Code of Ethics and provide to the Trust’s Chief Compliance Officer (if the Compliance Officer is not the Trust’s Chief Compliance Officer) and to the Trust’s Chairman of the Board a recommendation of appropriate action to cure or prevent future violations of the Code.
|
7.
|
PROHIBITED TRADING PRACTICES
|
|
(a)
|
No Access Person may purchase or sell directly or indirectly, any security in which he or she has, or by reason of such transactions acquires, any direct or indirect Beneficial Ownership if such security to his or her actual knowledge at the time of such purchase or sale:
|
|
(i)
|
Is being considered for purchase or sale by a Fund;
|
|
(ii)
|
Is in the process of being purchased or sold by a Fund; or
|
|
(iii)
|
Is or has been purchased or sold by a Fund within the most recent 15 day period.
|
|
(b)
|
Investment Personnel reporting under this Code of Ethics must obtain approval from the Compliance Officer before acquiring Beneficial Ownership in any securities in an IPO or Limited Offering.
|
|
(c)
|
No Access Person may trade ahead of a Fund -- a practice known as “frontrunning.”
|
8.
|
SANCTIONS
|
(a)
|
A copy of the code of ethics adopted by the Trust that is in effect, or at any time within the previous five (5) years was in effect, in an easily accessible place;
|
(b)
|
A record of any violation of this Code of Ethics, and of any action taken as a result of such violation, in an easily accessible place, for at least five (5) years after the end of the fiscal year in which the violation occurs;
|
(c)
|
A copy of each report made by an Access Person as required by Section 4 of this Code of Ethics for at least five (5) years after the end of the fiscal year in which the report is made or the information is provided, the first two (2) years in an easily accessible place;
|
(d)
|
A record of all persons, currently or within the past five years, who are or were required to make reports under Section 4 of this Code of Ethics, or who are or were responsible for reviewing these reports, in an easily accessible place; and
|
(e)
|
A copy of each report required by Sections 6(c) and 6(d) of this Code of Ethics, for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place.
|
·
|
Securities held by members of a person’s Immediate Family sharing the same household; provided however, that the presumption of such beneficial ownership may be rebutted;
|
·
|
A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership. The general partner’s proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership’s most recent financial statements, shall be the greater of:
|
(a)
|
The general partner’s share of the partnership’s profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership’s portfolio securities; or
|
(b)
|
The general partner’s share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner;
|
·
|
A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:
|
(a)
|
The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary’s overall performance over a period of one year or more; and
|
(b)
|
Securities of the issuer do not account for more than 10 percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;
|
·
|
A person’s right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;
|
·
|
A person’s interest in securities held by a trust, as specified in Rule 16a-8(b); and
|
·
|
A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
|
(i)
|
Any employee of the Trust investment adviser to the Trust (or of any company in a Control relationship to the Trust, a Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of security by the Fund; and
|
(ii)
|
Any natural person who Controls the Trust, a Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
|
Access Person
|
Start Date
|
End
Date
|
Investment
Personnel
(Y/N)
|
Code of Ethics Under Which
Access Person Reports
|
Compliance Officer
|
Start Date
|
End Date
|
Alternate
1
|
Start Date
|
End Date
|
1.
|
HOLDINGS
|
Name and Type of Covered
Security and/or
Reportable Fund
|
Ticker Symbol
or CUSIP
|
Number of Shares or Principal
Amount
|
2.
|
BROKERAGE ACCOUNTS
|
Name of Institution and
Account Holder’s Name (i.e., you, spouse, child)
|
Account Number
|
Have you requested
duplicate statements?
|
1.
|
TRANSACTIONS
|
Name of Covered
Security and/or
Reportable Fund,
Interest Rate and
Maturity Date
|
Ticker Symbol
or CUSIP
|
Broker
|
Number of
Shares and Principal
Amount
|
Nature of
Transaction
(i.e., buy, sale)
|
Purchase
Price
|
Date of
Transaction
|
2.
|
BROKERAGE ACCOUNTS OPENED
DURING QUARTER
|
Name of Institution and
Account Holder’s Name (i.e., you, spouse, child)
|
Account Number
|
Have you requested
duplicate statements?
|
1.
|
HOLDINGS
|
Name and Type of Covered Security and/or
Reportable Fund
|
Ticker Symbol or CUSIP
|
Number of Shares or Principal
Amount
|
2.
|
BROKERAGE ACCOUNTS
|
Name of Institution and
Account Holder’s Name (i.e., you, spouse, child)
|
Account Number
|
Have you requested
duplicate statements?
|
|
ACKNOWLEDGED AND AGREED:
|
I have read, and I understand the terms of, this Code of Ethics.
|
By: _________________________________________________
|
Date:________________________________________________
|
1 -
|
Statement of General Policy
|
3
|
2 -
|
Definitions
|
5
|
3 -
|
Standards of Business Conduct
|
7
|
4 -
|
Prohibition Against Insider Trading
|
9
|
5 -
|
Personal Securities Transactions
|
11
|
6 -
|
Gifts and Entertainment
|
12
|
7 -
|
Protecting the Confidentiality of Client Information
|
13
|
8 -
|
Service as an Officer or Director
|
15
|
9 -
|
Compliance Procedures
|
16
|
10 -
|
Certification
|
18
|
11 -
|
Records
|
19
|
12 -
|
Reporting Violations and Sanctions
|
20
|
13 -
|
Signature Page / Attestation
|
21
|
(a)
|
employ any device, scheme or artifice to defraud;
|
(b)
|
make any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they are
made, not misleading;
|
(c)
|
engage in any act, practice or course of business that operates or would operate as a fraud
or deceit upon any person, Fund or entity; or
|
(d)
|
engage in any manipulative practice with respect to any securities.
|
•
|
The duty to have a reasonable, independent basis for the investment advice provided;
|
•
|
The duty to obtain best execution for a client’s transactions where the Firm is in a
position to direct brokerage transactions for the client;
|
•
|
The duty to ensure that investment advice is suitable to meeting the client’s individual
objectives, needs and circumstances; and
|
•
|
A duty to be loyal to clients.
|
Access Person
|
(i) any director/trustee, officer, general partner or Advisory Person of the investment adviser; and (ii) any supervised person of an investment adviser who has access to nonpublic information regarding the portfolio holdings of any series of the MPS Trust (a “Fund”), or who is involved in making securities recommendations for a Fund. The CCO of CFS will will notify an employee of that person fits the definition of "Access Person" and shall maintain a list of all Access Persons (see Appendix 1).
|
|
Account
|
means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest, controls or exercises investment discretion.
|
|
Advisory
Person
|
(i) any employee of the investment adviser (or of any company in a control relationship to the investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and (ii) any natural person in a control relationship to the investment adviser who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by a Fund.
|
|
Beneficial
Ownership
|
shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder.
|
|
Control
|
The power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
|
|
Covered
Security
|
Includes any Security (see below) but does not include (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and (iv) shares issued by open-end investment companies (i.e., mutual funds) other than Reportable Funds.
|
|
Fund
|
A series of the Managed Portfolio Series (MPS) Trust.
|
|
Immediate
Family Member
|
Includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, father in law, mother in law, son-in-law, daughter-in-law, sister-in-law, brother-in-law (including adoptive relationship).
|
|
Initial Public
Offering (IPO)
|
An offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
Investment
Personnel
|
(i) any employee of the investment adviser (or of any company in a control relationship to the investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of security by the Fund; and (ii) any natural person who controls the investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
|
|
Limited
Offering
|
An offering that is exempt from registration under the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
|
|
Purchase or
Sale of a
Covered Security
|
Includes, among other things, the writing of an option to purchase or sell a Covered Security.
|
|
Reportable
Fund
|
includes, for a particular Access Person, the investment adviser with whom the Access Person is associated, if any, (the “Associated Adviser”) that serves as investment adviser (as defined in Section 2(a)(20) of the Investment Company Act) to an Investment Company (such as the MPS Trust).
|
|
Reportable
Security
|
means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless CFS or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless CFS or a control affiliate acts as the investment adviser or principal underwriter for the fund.
|
|
Security
|
Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
|
•
|
The disclosure is required to respond to a regulatory request, court order or other legal
proceedings;
|
•
|
The disclosure is to a mutual fund rating or, statistical agency or person performing
similar functions, and CFS is aware that such entity or person has signed a confidentiality agreement with the MPS;
|
•
|
The disclosure is made to internal parties involved in the investment process,
administration or custody of the Fund, including but not limited to U.S. Bancorp Fund Services, LLC (“USBFS”) and the Trust’s Board of Trustees;
|
•
|
The disclosure is (a) in connection with a quarterly, semi-annual or annual report that is
available to the public or (b) relates to information that is otherwise available to the public (
e.g.
, portfolio information that is available on a Fund’s website); or
|
•
|
The disclosure is made pursuant to prior written approval of the Chief Compliance
Officer of MPS, or the President or Treasurer of the Trust.
|
1.
|
What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor
would consider it important in making his or her investment decisions. Generally, this
includes any information the disclosure of which will have a substantial effect on the
price of a company’s securities. No simple test exists to determine when information is
material; assessments of materiality involve a highly fact-specific inquiry. For this
reason, you should direct any questions about whether information is material to the
Chief Compliance Officer.
Material information often relates to a company’s results and operations, including, for
example, dividend changes, earnings results, changes in previously released earnings
estimates, significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a company’s securities.
Information about a significant order to purchase or sell securities may, in some contexts,
be material. Prepublication information regarding reports in the financial press also may
be material. For example, the United States Supreme Court upheld the criminal
convictions of insider trading defendants who capitalized on prepublication information
about The Wall Street Journal’s “Heard on the Street” column.
You should also
be aware of the SEC’s position that the term “material nonpublic
information” relates not only to issuers but also to Corporate Financial Solutions, Inc.'s
securities
recommendations and client securities holdings and transactions.
|
2.
|
What is Nonpublic Information?
Information is “public” when it has been disseminated broadly to investors in the
marketplace. For example, information is public after it has become available to the
general public through the Internet, a public filing with the SEC or some other
government agency, the Dow Jones “tape” or The Wall Street Journal or some other
publication of general circulation, and after sufficient time has passed so that the
information has been disseminated widely.
|
3.
|
Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private
accounts managed by Corporate Financial Solutions, Inc. (“Client Accounts”), you just
determine whether you have access to material, nonpublic information. If you think that
you might have access to material, nonpublic information, you should take the
following
steps:
|
•
|
Report the information and proposed trade immediately to the Chief Compliance
Officer.
|
•
|
Do not purchase or sell the securities on behalf of yourself or others, including
investment funds or private accounts managed by the firm.
|
•
|
Do not communicate the information inside or outside the firm, other than to the
Chief Compliance Officer.
|
•
|
After the Chief Compliance Officer has reviewed the issue, the firm will
determine whether the information is material and nonpublic and, if so, what
action the firm will take.
|
4.
|
Contacts with Public Companies
Contacts with public companies may represent an important part of our research efforts.
The firm may make investment decisions on the basis of conclusions formed through s
uch contacts and analysis of publicly available information. Difficult legal issues arise,
however, when, in the course of these contacts, a supervised person of Corporate
Financial Solutions, Inc. or other person subject to this Code becomes aware of material,
nonpublic information. This could happen, for example, if a company’s Chief Financial
Officer prematurely discloses quarterly results to an analyst, or an investor relations
representative makes selective disclosure of adverse news to a handful of investors. In
such situations, Corporate Financial Solutions, Inc. must make a judgment as to its
further conduct. To protect yourself, your clients and the firm, you should contact the
Chief Compliance Officer immediately if you believe that you may have received
material, nonpublic information.
|
5.
|
Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons:
First, tender offer activity often produces extraordinary gyrations in the price of the
target
company’s securities. Trading during this time period is more likely to attract regulatory
attention (and produces a disproportionate percentage of insider trading cases).
Second,
the SEC has adopted a rule which expressly forbids trading and “tipping” while in the
possession of material, nonpublic information regarding a tender offer received f
rom the
tender offeror, the target company or anyone acting on behalf of either. Supervised
persons of Corporate Financial Solutions, Inc. and others subject to this Code s
hould
exercise extreme caution any time they become aware of nonpublic information relating
to a tender offer.
|
6.
|
Restricted/Watch Lists
Although Corporate Financial Solutions, Inc. does not typically receive confidential
information from portfolio companies, it may, if it receives such information take
a
ppropriate procedures to establish restricted or watch lists in certain securities.
The Chief Compliance Officer may place certain securities on a “restricted list.” Access
persons are prohibited from personally, or on behalf of an advisory account, purchasing
or selling securities during any period they are listed. Securities issued by companies
about which a number of supervised persons are expected to regularly have material,
nonpublic information should generally be placed on the restricted list. The Chief
Compliance Officer shall take steps to immediately inform all supervised persons of the
securities listed on the restricted list.
The Chief Compliance Officer may place certain securities on a “watch list.” Securities
issued by companies about which a limited number of supervised persons possess
material, nonpublic information should generally be placed on the watch list. The list will
be disclosed only to the Chief Compliance Officer and a limited number of other
persons
who are deemed necessary recipients of the list because of their roles in compliance.
|
•
|
The interests of client accounts will at all times be placed first;
|
•
|
All personal securities transactions will be conducted in such manner as to avoid any
actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and
|
•
|
Access persons must not take inappropriate advantage of their positions.
|
(a)
|
No Access Person may purchase or sell directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership if such action would violate any provision outlined in this Code and such security to his or her actual knowledge at the time of such purchase or sale:
|
(i)
|
is being considered for purchase or sale by a Fund or a Separately Managed
Account; or
|
(ii)
|
is in the process of being purchased or sold by a Fund or Separately Managed
Account (except that an Access Person may participate in a bunched transactionwith the Fund or Separately Managed Accounts if the price terms are the same in
accordance with trading policies and procedures adopted by the Investment
Company and the Investment Adviser).
|
(b)
|
Further to the pre-clearance requirements for all access persons specified above, all persons who by their role are "Investment Personnel" (as defined herein) must obtain prior approval from (1) the CCO of Corporate Financial Solutions, Inc., AND (2) the MPS CCO before directly or indirectly acquiring beneficial ownership in any securities in an IPO or Limited Offering.
|
(c)
|
No Access Person may trade ahead of a Fund -- a practice known as “frontrunning.”
|
•
|
Giving, receiving or soliciting gifts in a business may give rise to an appearance of
impropriety or may raise a potential conflict of interest;
|
•
|
Access persons should not accept or provide any gifts or favors that might influence the
decisions you or the recipient must make in business transactions involving Corporate Financial Solutions, Inc., or that others might reasonably believe would influence those
decisions;
|
•
|
Modest gifts and favors, which would not be regarded by others as improper, may be
accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;
|
•
|
Where there is a law or rule that applies to the conduct of a particular business or the
acceptance of gifts of even nominal value, the law or rule must be followed.
|
•
|
Any access person who accepts, directly or indirectly, anything of value from any person
or entity that does business with or on behalf of Corporate Financial Solutions, Inc.,
including gifts and gratuities with value in excess of $300 per year (Note: Dual
registrants sometimes use a $100 gift threshold for all employees based on NASD rule),
must obtain consent from the Chief Compliance Officer before accepting such gift.
|
•
|
This reporting requirement does not apply to bona fide dining or bona fide entertainment
if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with Corporate Financial Solutions, Inc.
|
•
|
This gift reporting requirement is for the purpose of helping Corporate Financial
Solutions, Inc. monitor the activities of its employees. However, the reporting of a gift
does not relieve any access person from the obligations and policies set forth in this
Section or anywhere else in this Code. If you have any questions or concerns about the
appropriateness of any gift, please consult the Chief Compliance Officer.
|
•
|
As necessary to provide service that the client requested or authorized, or to maintain and
service the client's account. Corporate Financial Solutions, Inc. will require that any
financial intermediary, agent or other service provider utilized by Corporate Financial
Solutions, Inc. (such as broker-dealers or subadvisers) comply with substantially similar
standards for non-disclosure and protection of Confidential Client Information and use
the information provided by Corporate Financial Solutions, Inc. only for the performance
of the specific service requested by Corporate Financial Solutions, Inc.;
|
•
|
As required by regulatory authorities or law enforcement officials who have jurisdiction
over Corporate Financial Solutions, Inc., or as otherwise required by any applicable law.
In the event Corporate Financial Solutions, Inc. is compelled to disclose Confidential
Client Information, the firm shall provide prompt notice to the clients affected, so that the
clients may seek a protective order or other appropriate remedy. If no protective order or
other appropriate remedy is obtained, Corporate Financial Solutions, Inc. shall disclose
only such information, and only in such detail, as is legally required;
|
•
|
To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.
|
•
|
The Firm restricts access to Confidential Client Information to those access persons who
need to know such information to provide Corporate Financial Solutions, Inc.'s services
to clients;
|
•
|
Any access person who is authorized to have access to Confidential Client Information in
connection with the performance of such person's duties and responsibilities is required
to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day;
|
•
|
All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;
|
•
|
Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by access persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.
|
•
|
The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP
number, number of shares and principal amount (if applicable) of each covered
security/reportable security and/or Reportable Fund in which the access person had any
direct or indirect beneficial interest ownership when the person becomes an Access
Person;
|
•
|
The name of any broker, dealer or bank, with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access person; and
|
•
|
The date that the report is submitted by the Access Person.
|
•
|
The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount (if applicable) of each covered security/reportable security and/or Reportable Fund in which the access person had any direct or indirect beneficial interest ownership when the person becomes an Access Person;
|
•
|
The name of any broker, dealer or bank, with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access person; and
|
•
|
Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control;
|
•
|
Transactions effected pursuant to an automatic investment plan, e.g. a dividend retirement plan;
|
•
|
A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Corporate Financial Solutions, Inc. and the MPS Fund holds in its records so long as the firm/Fund receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;
|
·
|
To employ any device, scheme or artifice to defraud any client or prospective client of the Firm;
|
·
|
To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;
|
·
|
To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any client or prospective client of the Firm; or
|
·
|
To engage in any fraudulent, deceptive, or manipulative practice.
|
(i)
|
Who has access to nonpublic information regarding any clients’ purchase or sale of securities;
|
(ii)
|
Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic;
|
(iii)
|
Because the Firm’s primary business is providing investment advice, all of the Firm’s directors, officers and partners are presumed to be access persons; or
|
(iv)
|
Such other persons as the Chief Compliance Officer shall designate.
|
(i)
|
Of any Family Member of the Access Person;
|
(ii)
|
For which the Access Person acts as a custodian, trustee or other fiduciary;
|
(iii)
|
Of any corporation, partnership, joint venture, trust, company or other entity which is neither subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) nor registered under the Investment Company Act of 1940 (the “Company Act”) and in which the Access Person or a Family Member has a direct or indirect Beneficial Ownership; and
|
(iv)
|
Of any Access Person of the Firm.
|
(i)
|
That person’s spouse or minor child who resides in the same household;
|
(ii)
|
Any adult related by blood, marriage or adoption to the Access Person (a “relative”) who shares the Access Person’s household;
|
(iii)
|
Any relative dependent on the Access Person for financial support; and
|
(iv)
|
Any other relationship (whether or not recognized by law) which the Chief Compliance Officer determines could lead to the possible conflicts of interest or appearances of impropriety this Code is intended to prevent.
|
(i)
|
Information is generally deemed “material” if a reasonable investor would consider it important in deciding whether to purchase or sell a company’s securities or information that is reasonably certain to affect the market price of the company's securities, regardless of whether the information is directly related to the company’s business.
|
(ii)
|
Information is considered “nonpublic” when it has not been effectively disseminated to the marketplace. Information found in reports filed with the Commission or appearing in publications of general circulation would be considered public information.
|
(i)
|
Direct obligations of the Government of the United States;
|
(ii)
|
Money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements;
|
(iii)
|
Shares issued by money market funds;
|
(iv)
|
Shares issued by other mutual funds; and
|
(v)
|
Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds.
|
·
|
while aware of material nonpublic information about a company, may purchase or sell securities of that company until the information becomes publicly disseminated and the market has had an opportunity to react;
|
·
|
shall disclose material nonpublic information about a company to any person except for lawful purposes;
|
·
|
may purchase any Restricted Securities, found on the Restricted Securities List attached as
Exhibit F
, as for as long as the publicly traded company (or any member of its senior management) is a client of the Firm, unless expressly approved in advance by the Chief Compliance Officer.
|
·
|
The title, type of security, and as applicable the exchange ticker or CUSIP number, number of shares and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;
|
·
|
The name of any broker, dealer or bank in which the Access Person maintains an account in which any securities (including but not limited to Reportable Securities) are held for the Access Person’s direct or indirect Beneficial Ownership; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
The date of the transaction, the title, the exchange ticker symbol or CUSIP number (if applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security;
|
·
|
The nature of the transaction (i.e., purchase, sale, gift or any other type of Acquisition or Disposition):
|
·
|
The price of the Reportable Security at which the transaction was effected;
|
·
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
Special circumstances related to the purchase of Securities by Access Persons of the Firm are further discussed in the guidelines attached to the Compliance Manual on
Exhibit K
(“Personal Trading Policy”).
|
·
|
With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
The name of the broker, dealer or bank with whom the Access Person Established the Account;
|
·
|
The date the account was established; and
|
·
|
The date that the report is submitted by the Access Persons.
|
·
|
The title, type of security, and as applicable the exchange ticker or CUSIP number, number of shares and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;
|
·
|
The name of any broker, dealer or bank in which the Access Person maintains an account in which securities (including but not limited to Reportable Securities) are held for the Access Person’s direct or indirect Beneficial Ownership; and
|
·
|
The date the report is being submitted by the Access Person.
|
·
|
Any reports with respect to Securities held in accounts over which the Access Person had no direct or indirect influence or control;
|
·
|
A transaction report with respect to transactions effected pursuant to an automatic investment plan;
|
·
|
A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Firm holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the close of the calendar quarter in which the transaction takes place.
|
·
|
Has received, read and understand this Code and recognizes that the Access Person is subject to the Code;
|
·
|
Has complied with all the requirements of this Code; and
|
·
|
Has disclosed or reported all personal securities transactions, holdings and accounts required by this Code to be disclosed or reported.
|
·
|
A copy of the Code of Ethics adopted and implemented and any other Code of Ethics that has been in effect at any time within the past five years;
|
·
|
A record of any violation of the Code, and of any action taken as a result of the violation;
|
·
|
A record of all written acknowledgments for each person who is currently, or within the past five years was, an Associated Person of the Firm;
|
·
|
A record of each Access Person report described in the Code;
|
·
|
A record of the names of persons who are currently, or within the past five years were, Access Persons; and
|
·
|
A record of any decision and the reasons supporting the decision, to approve the acquisition of beneficial ownership in any security in an initial public offering or limited offering, for at least five years after the end of the fiscal year in which the approval was granted.
|
(a)
|
“Access Person” means (i) any Supervised Person (A) who has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any client; or (B) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; and (ii) all members of the management committee and officers of the Adviser.
|
(b)
|
“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.
|
(c)
|
“Beneficial ownership” or “beneficial interest” shall be interpreted in the same manner as beneficial ownership would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of Section 16 of that Act and the rules and regulations thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction.
Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest in or ownership of, all securities held by the Access Person, the Access Person’s spouse, all minor children, all dependent adult children and adults sharing the same household with the Access Person
(other than mere roommates) and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner (except where the amount invested by the general partner is limited to an amount reasonably necessary in order to maintain the status as a general partner), corporations in which they are a controlling shareholder (except any investment company, trust or similar entity registered under applicable U.S. or foreign law) or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Compliance Officer.
|
(d)
|
“Considering for purchase or sale” shall mean when the portfolio manager communicates that he/she is seriously considering making such a transaction or when a recommendation to the portfolio manager to purchase or sell has been made or communicated by an analyst at the Adviser and, with respect to the analyst making the recommendation, when such analyst seriously considers making such a recommendation.
|
(e)
|
“Contemplated Security” shall mean any security that the Adviser may recommend to its clients for purchase or sale, and any security related to or connected with such security.
1
The term security shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, as amended, including any right to acquire such security, such as puts, calls, other options or rights in such securities, and securities-based futures contracts.
|
(f)
|
“Covered Security” shall mean any security, and any security related to or connected with such security. The term security shall have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, including any right to acquire such security, such as puts, calls, other options or rights in such securities, and securities-based futures contracts, except that it shall not include (1) securities which are direct obligations of the government of the United States, (2) bankers’ acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments, including repurchase agreements, (3) shares issued by money market Funds, (4) shares issued by U.S. registered open-end investment companies except Reportable Funds, and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Reportable Funds.
|
(g)
|
“Compliance Officer” shall mean the Chief Compliance Officer, as may be designated by the Adviser from time to time, or his designee.
|
(h)
|
“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act as it applies to investment companies registered under the Investment Company Act of 1940 and investment advisers, each as may be amended or supplemented, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury, as applicable.
|
(i)
|
“Fund” means any investment company registered under the Investment Company Act of 1940, as amended.
|
(j)
|
“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or an initial public offering under comparable foreign law.
|
(k)
|
“Investment Personnel” means any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for the Adviser’s clients. Investment Personnel also includes any natural person who controls the Adviser and who obtains information concerning recommendations made to the Adviser’s clients regarding the purchase or sale of securities for such clients.
|
(l)
|
“Knowingly/Knows/Knew” means (i) actual knowledge or (ii) reason to believe but shall exclude institutional knowledge, where there is no affirmative conduct by the employee to obtain such knowledge, for example, querying the Adviser’s trading system or Investment Personnel.
|
(m)
|
“Limited Offering” means an offering that is exempt from registration under Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933, as amended, and similar restricted offerings under comparable foreign law.
|
(n)
|
“Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a client.
|
(o)
|
“Reportable Fund” means (i) any Fund for which we serve as an investment adviser, or (ii) any Fund whose investment adviser or principal underwriter controls us, we control or is under common control with us. For purposes of this definition, “control” has the meaning given to it in Section 2(a)(9) of the Investment Company Act of 1940.
|
(p)
|
“Supervised Person” means any officer, member of the management committee or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.
|
(a)
|
Defraud the client in any manner;
|
(b)
|
Mislead the client, including by making a statement that omits material facts;
|
(c)
|
Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon the client;
|
(d)
|
Engage in any manipulative practice with respect to the client; or
|
(e)
|
Engage in any manipulative practice with respect to securities, including price manipulation.
|
(a)
|
Access Persons may not sell to, or purchase from, any client any security or other property (except merchandise in the ordinary course of business), in which such Person has or would acquire a beneficial interest, unless such purchase or sale involves shares of a Fund, or is otherwise permitted pursuant to Section 17 of the 1940 Act.
|
(b)
|
Access Persons may only engage in the purchase and sale of shares of any Reportable Fund during the periods allowed by the policies and procedures of such Reportable Fund. However, even within those periods, no transactions should be entered into in violation of Rule 10b-5 prohibiting the use of inside information and all transactions should be carried out in compliance with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.
|
(c)
|
Access Persons shall not discuss with or otherwise inform others of any actual or contemplated security transaction by any client except in the performance of employment duties or in an official capacity and then only for the benefit of the client, and in no event for personal benefit or for the benefit of others.
|
(d)
|
Access Persons shall not release information to dealers or brokers or others (except to those concerned with the execution and settlement of the transaction) as to any changes in any client’s investments, proposed or in process, except (i) upon the completion of such changes, (ii) when the disclosure results from the publication of a prospectus by a Reportable Fund, (iii) in conjunction with a regular report to shareholders of a Reportable Fund, or to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders of a Reportable Fund are entitled by reason of provisions of the articles of incorporation, bylaws, rules and regulations, contracts or similar documents governing the operations of such company.
|
(e)
|
Access Persons may not use knowledge of portfolio transactions made or contemplated for any client to profit by the market effect of such transactions or otherwise engage in fraudulent conduct in connection with the purchase or sale of a security sold or acquired by any client.
|
(f)
|
No Access Person shall knowingly take advantage of an opportunity of any client for personal benefit, or take action inconsistent with such Access Person’s fiduciary obligations to the Adviser’s clients. All personal securities transactions must be consistent with this Code and Access Persons must avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility.
|
(g)
|
Any transaction in a Covered Security in anticipation of any client’s transaction (“front-running”) is prohibited.
|
(
h
)
|
No Access Person shall purchase or sell, directly or indirectly, any Covered Security which such Access Person knows that the Adviser either is purchasing or selling, or is considering for purchase or sale, for any client until either the client’s transactions have been completed or consideration of such transaction is abandoned.
|
(i
)
|
When anything in this Section 7 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security.
|
(j)
|
Any Access Person who trades in violation of this Section 7 must unwind the trade or disgorge the profits.
|
(a)
|
No Access Person may buy or sell any Contemplated Security for an account beneficially owned by him without having first obtained specific permission from the Compliance Officer. In order to gain permission to trade, a completed Preclearance Form, which can be obtained from the Compliance Officer, must be signed by at least one authorized signatory. After a completed Preclearance Form has been approved, the transaction may be affected either internally or through an external broker. Transaction orders must be placed
within one week
of the day permission to trade is granted or such shorter period as is indicated on the approved Preclearance Form.
|
(b)
|
No Access Person shall directly or indirectly acquire a beneficial interest in securities through a Limited Offering or in an Initial Public Offering without obtaining the prior consent of the Compliance Officer. Consideration will be given to whether or not the opportunity should be reserved for the Adviser’s clients. Such Officer will review these proposed investments on a case-by-case basis and approval may be appropriate when it is clear that conflicts are very unlikely to arise due to the nature of the opportunity for investing in the Initial Public Offering or Limited Offering.
|
(a)
|
Transactions effected for any account over which the Access Person has no direct or indirect influence or control and which has been approved by the Compliance Officer pursuant to Section 10(f).
|
(b)
|
Non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemption of securities.
|
(c)
|
The acquisition of securities by gift or inheritance or disposition of securities by gift to charitable organizations.
|
(d)
|
Standing orders for retirement plans provided that prior clearance is obtained before an Access Person starts, increases, decreases or stops direct debits/standing orders for retirement plans. Lump sum investments in or withdrawals from such plans must be pre-cleared on a case-by-case basis and are subject to trading restrictions.
|
(a)
|
Brokerage Accounts
. Before effecting personal transactions through an external broker, each Access Person must (i) inform the brokerage firm of his affiliation with the Adviser; (ii) make arrangements for copies of confirmations to be sent to the Compliance Officer within 24 hours of each transaction; and (iii) make arrangements for the Compliance Officer to receive duplicate account statements.
|
(b)
|
Initial Holdings Report
. Each Access Person must provide an initial holdings report which includes the following information within ten (10) days of becoming an Access Person:
|
|
·
|
The title, type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
|
|
·
|
The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
|
|
·
|
The date that the report is submitted by the Access Person.
|
(c)
|
Quarterly Transaction Reports
. Not later than thirty (30) days following the end of a calendar quarter, each Access Person must submit a report which includes the following information:
|
|
·
|
The date of the transaction, the title, the exchange ticker symbol or CUSIP number, as applicable, interest rate and maturity date (if applicable), the number of shares and principal amount of each Covered Security involved;
|
|
·
|
The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
|
|
·
|
The price of the Covered Security at which the transaction was effected;
|
|
·
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
|
·
|
The date that the report is submitted by the Access Person.
|
·
|
The name of the broker, dealer or bank with whom the Access Person established the account;
|
·
|
The date the account was established; and
|
·
|
The date that the report is submitted by the Access Person.
|
(d)
|
Annual Holdings Report
. Each Access Person shall submit the information required in Section 10(b) above annually within thirty (30) days of the end of each calendar year. The information shall be current as of a date no more than forty-five (45) days before the report is submitted.
|
(e)
|
Review of Reports
. The Compliance Officer shall be responsible for identifying Access Persons, notifying them of their obligations under this Code and reviewing reports submitted by Access Persons. The Compliance Officer will maintain the names of the persons responsible for reviewing these reports, as well as records of all reports filed pursuant to these procedures. No person shall be permitted to review his/her own reports. Such reports shall be reviewed by the Compliance Officer or other officer who is senior to the person submitting the report.
|
(f)
|
Exceptions from Reporting Requirements
. An Access Person need not make reports pursuant to this Section 10 with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control. Access Persons wishing to rely on this exception must receive prior approval from the Compliance Officer. In addition, an Access Person need not make reports pursuant to Section 10(c) with respect to transactions effected pursuant to an Automatic Investment Plan.
|
Print Name | ||
Date | Signature |
Code of Ethics for Access Persons
|
Definitions
|
A.
|
“Access person” means any director, officer or employee of the Underwriter who in the ordinary course of his or her business makes, participates in or obtains non-public information regarding the purchase or sale of securities for a Fund, or the portfolio holdings of a fund, or whose functions or duties as part of the ordinary course of his or her business relate to the making of any recommendation to a Fund regarding the purchase or sale of securities.
|
B.
|
“Act” means the Investment Company Act of 1940, as amended.
|
C.
|
“Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires. As a general matter, “beneficial ownership” will be attributed to an access person in all instances where the person (i) possesses the ability to purchase or sell the security (or the ability to direct the disposition of the security); (ii) possesses the voting power (including the power to vote or to direct the voting) over such security; or (iii) receives any benefits substantially equivalent to those of ownership.
|
D.
|
Although the following is not an exhaustive list, a person generally would be regarded to be the beneficial owner of the following:
|
·
|
securities held in the person’s own name;
|
·
|
securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements;
|
·
|
securities held by a bank or broker as a nominee or custodian on such person’s behalf or pledged as collateral for a loan;
|
·
|
securities held by members of the person’s immediate family sharing the same household (“immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships);
|
·
|
securities held by a relative not residing in the person’s home if the person is a custodian, guardian, or otherwise has controlling influence over the purchase, sale, or voting of such securities;
|
·
|
securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the person’s immediate family);
|
·
|
securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;
|
·
|
securities held by a general partnership or limited partnership in which the person is a general partner; and
|
·
|
securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.
|
E.
|
“Compliance Officer” means that in order to meet the requirements of Rule 17j-1 under the Act,
|
F.
|
the Code of Ethics includes a procedure for detecting and preventing material trading abuses and
|
G.
|
requires all Access Persons to report personal securities transactions on an initial, quarterly and
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H.
|
annual basis (the “Reports”). The officers of the Underwriter will appoint a Compliance Officer to receive and review Reports inaccordance with Section VII below. In turn, the officers of the Underwriter will report
to the Board of Directors any material violations of the Code of Ethics in accordance with Section X below. the person designated from time to time by the Underwriter.
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I.
|
“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act. As a general matter, “control” means the power to exercise a controlling influence. The “power to exercise a controlling influence” is intended to include situations where there is less than absolute and complete domination and includes not only the active exercise of power, but also the latent existence of power. Anyone who beneficially owns, either directly or through one or more controlled entities, more than 25% of the voting securities of an entity shall be presumed to control such entity.
|
J.
|
“Fund” means an investment fund registered under the Act that has retained Quasar Distributors, LLC as its principal underwriter.
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K.
|
“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security.
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L.
|
“Restricted List” means a list of securities that from time to time are not to be acquired by access persons and which list will be maintained by the Underwriter.
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M.
|
“Security” shall have the meaning set forth in Section 2(a)(36) of the Act and shall include: common stocks, preferred stocks, and debt securities; options on and warrants to purchase common stocks, preferred stocks or debt securities; and shares of closed-end investment companies and Related Securities. “Related Securities” are instruments and securities that are related to, but not the same as, a security. For example, a Related Security may be convertible into a security, or give its holder the right to purchase the security. The term “Security” also includes private investments, including oil and gas ventures, real estate syndicates and other investments which are not publicly traded. It shall not include shares of registered open-end investment companies; direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and such other money market instruments as designated by the Underwriter’s Board of Directors.
|
N.
|
“Underwriter” means Quasar Distributors, LLC.
|
General Fiduciary Principles
|
A.
|
to all times to place the interests of Fund shareholders ahead of personal interests;
|
B.
|
to conduct that all personal securities transactions consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and
|
C.
|
to not take inappropriate advantage of their positions.
|
D.
|
to comply with all applicable federal and state securities laws.
|
Exempted Transactions
|
A.
|
Purchases or sales of securities which are not eligible for purchase or sale by any Fund;
|
B.
|
Purchases or sales which are non-volitional on the part of either the access person or a Fund;
|
C.
|
Purchases which are part of an automatic dividend reinvestment plan;
|
D.
|
Purchases effected upon the exercise of rights issued by an issuer
pro
rata
to all holders of a class of its securities, to the extent such rights were acquired from such issuer and sales of such rights so acquired;
|
E.
|
Purchases or sales which receive the prior approval of the President of the Underwriter, after consultation with the Compliance Officer, because they are only remotely harmful to the Underwriter or a Fund; they would be very unlikely to affect a highly institutional market; or they clearly are not related economically to the securities to be purchased, sold or held by a Fund.
|
Prohibited Activities
|
A.
|
No access person shall purchase or sell any securities which were purchased or sold by the Fund within seven (7) days of the purchase or sale of the security by the Fund.
|
B.
|
No access person shall sell any security which was originally purchased within the previous sixty (60) days.
|
C.
|
No access person shall acquire any securities in an initial public offering.
|
D.
|
No access person shall acquire securities pursuant to a private placement without prior approval from the Underwriter’s President after consultation with the Compliance Officer. In determining whether approval should be granted, the following should be considered:
|
·
|
whether the investment opportunity should be reserved for a Fund and its shareholders; and
|
·
|
whether the opportunity is being offered to an individual by virtue of his/her position with the Underwriter.
|
E.
|
No access person shall profit from the purchase and sale, or sale and purchase, of the same, or equivalent, securities within sixty (60) calendar days unless the security is purchased and sold by a Fund within sixty (60) calendar days and the access person complies with Section IV(B). For purposes of applying the 60-day period, securities will be subject to this 60-day short-term trading ban only if the actual lot was purchased and sold, or sold and purchased, within such period. Any profits realized on such short-term trades must be disgorged by the access person; provided, however, that the Underwriter’s Board of Managers may make exceptions to this prohibition on a case-by-case basis in situations where no abuse is involved, and the equities strongly support an exception.
|
F.
|
No access person shall receive any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Underwriter. Such prohibition shall not apply to seasonal gifts made generally available to all employees at the Underwriter’s business office or to meals and/or entertainment provided in the ordinary course of business and consistent in cost with the Underwriter’s standards for employee expenditures.
|
G.
|
No access person shall serve on the board of directors of publicly traded companies, unless the access person receives prior authorization from the Underwriter’s Board of Managers based upon a determination that the board service would be consistent with the interests of the Underwriter. In the event the board service is authorized, access persons serving as directors must be isolated from those making investment decisions by a “Chinese wall.”
|
Policy on Security Ownership
|
Access Person Reporting
|
A.
|
All securities transactions in which an access person has a direct or indirect beneficial ownership interest will be monitored by the Compliance Officer. The Compliance Officer’s compliance with this Code of Ethics shall be monitored by the Underwriter’s President.
|
B.
|
Every access person shall, at least on a quarterly basis, report to the Compliance Officer the information described in Section VI(C) of this Code of Ethics with respect to the transactions and accounts in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership; provided, however, that an access person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.
|
C.
|
Quarterly Transaction Reports. Every report required to be made by Sections VI(B) and VI(C) of this Code of Ethics shall be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:
|
Reports containing personal securities transacations;
|
·
|
The date of the transaction, the title an type of the security, and as applicable, the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares, and the principal amount of each security involved;
|
·
|
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
·
|
The price at which the transaction was effected;
|
·
|
The name of the broker, dealer or bank with or through whom the transaction was effected; and
|
·
|
The date that the report is submitted by the access person.
|
Reports by acces persons having zero transactions
|
·
|
Individual transaction information reporting obligations may be met by forwarding a duplicate confirmation to the Compliance Officer.
|
·
|
The report shall also contain the following information with respect to any account established by an access person or other beneficial account during the quarter:
|
a)
|
The name of the broker, dealer or bank with whom the access person established the account;
|
b)
|
The date the account was established; and
|
c)
|
The date that the report is submitted by the access person
.
|
D.
|
Initial Holdings and Annual Reports. In addition to the reporting requirements of Sections VI(B), and VI(C), every access person shall also disclose to the Compliance Officer all beneficial securities holdings within ten calendar days after becoming an access person (and the information must be current as of no more than forty-five (45) days prior to becoming an access person) and thereafter on an annual basis (for Annual Reports the information must be current as of a date no more than forty-five (45) days prior to the date of the Report). Such disclosures shall be made on the form attached hereto as Appendix 3. Each such access person also shall sign an acknowledgment, attached hereto as Appendix 4, to affirm that they have received and reviewed this Code of Ethics and any amendments hereto.
|
E.
|
Any report filed pursuant to this Section VI may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.
|
F.
|
In addition to the reporting requirements of Sections VI(B), VI(C) and VI(D), VI(E) every access person shall direct his or her brokers to supply to the Compliance Officer, on a timely basis, duplicate copies of all beneficial securities transactions and copies of periodic statements for all securities accounts in which such access person has a beneficial ownership interest. Attached hereto as Appendix 2 is a form of letter that may be used to request such documents from the respective broker, dealer, or bank. It is the responsibility of the access person to make sure that his or her broker does in fact send to the Compliance Officer the duplicate confirmations and the duplicate statements. The attached forms, confirmations and statements will be maintained in strictest confidence in the files of the Compliance Officer.
|
G.
|
Every access person subject to the Code shall report any vilolations of the Code to the firm’s Chief Compliance Officer or a designee.
|
Advance Clearance
|
A.
|
Advance clearance is required for all securities transactions in which an access person has or as a result of such transaction will have a beneficial ownership interest, excluding (i) transactions exempt under Sections III (B) and III(C), provided the access person is not advised of the transactions in advance and does not participate in the decision-making related thereto or transactions exempt under Sections III(D). A form provided for advance clearance is attached hereto as Appendix 5.
|
B.
|
Advance clearance requests should be submitted in writing in duplicate to the Compliance Officer who may approve or disapprove such transactions on the grounds of compliance with this Code of Ethics or otherwise. Approval shall only be given when the compliance officer or designee giving it has determined that the intended transaction does not fall within any of the prohibitions in this Code of Ethics. One copy of the advance clearance request will be returned to the access person showing approval or disapproval and one copy will be retained by the Compliance Officer.
|
C.
|
The authorization provided by the Compliance Officer is effective until the earlier of (i) its revocation, (ii) the close of business on the third trading day after the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Thursday), or (iii) the access person learns that the information in the advance clearance request is not accurate. If the order for the securities transaction is not placed within that period, a new advance authorization must be obtained before the transaction is placed. If the transaction is placed but has not been executed within three trading days after the day the authorization is granted (as, for example, in the case of a limit order), no new authorization is necessary unless the person placing the original order amends it in any way.
|
Insider Trading
|
No access person shall purchase or sell Fund Shares while in possession of material non-public information regarding the Fund. The Compliance Officer may from time to time deny access persons the ability to buy or sell Fund Shares if the Compliance Officer, in his or her sole discretion, determines that it is likely that such person has possession of material non-public information or that it would be otherwise inadvisable, in his or her sole discretion, for such transaction to occur. The Compliance Officer should, together with the Underwriter’s legal counsel, be available to consult as to whether an access person is likely to be in possession of material non-public information.
|
A.
|
The Compliance Officer shall identify each access person and notify them of their reporting obligations under the Code. The Compliance Officer shall maintain a list of all access persons of the Underwriter in substantially the form set forth in Appendix 6.
|
B.
|
All access persons shall certify annually in the form attached hereto as Appendix 7 that:
|
·
|
They have read and understand this Code of Ethics and any amendments hereto and recognize that they are subject thereto; and
|
·
|
They have complied with the requirements of this Code of Ethics and any amendments and disclosed or reported all personal securities transactions and accounts required to be disclosed or reported pursuant thereto.
|
C.
|
The Underwriter’s compliance officer, President, or other designee shall prepare a quarterly report to the Fund’s Board of Directors, and an annual report to the Underwriter’s Board of Managers, which shall:
|
·
|
Summarize existing procedures concerning personal investing and any changes in the procedures made during the past quarter (year);
|
·
|
Identify any violations requiring significant remedial action during the past quarter (year); and
|
·
|
Identify any recommended changes in existing restrictions or procedures based upon the Underwriter’s experience under this Code of Ethics, evolving industry practices or developments in laws or regulations; and
|
·
|
Identify any exceptions to the Code of Ethics that were granted during the past quarter (year).
|
Sanctions
|
Other Procedures
|
THIS REPORT MUST BE SUBMITTED WITHIN 30 DAYS OF QUARTER END
|
Check if applicable:
|
( )
|
I had no reportable transactions during the quarter.
|
|
( )
|
All transactions required to be reported have been provided to the Compliance Officer through duplicate confirmations and statements.
|
Date | Security Name |
Ticker Symol or
CUSIP Number
|
Nature of Transaction | Price |
Broker
Name
|
(attach additional sheets if necessary) | |||||
Date Account
Was Established
|
Broker, Dealer or Bank
Name
|
Compliance Officer Use Only
|
REVIEWED:
|
(Date) (Signature)
|
FOLLOW-UP ACTION (if any) (attach additional sheet if required)
|
________________________________________________________________________________________
|
(7)
|
For each account, if not previously provided to the Compliance Officer, attach the most recent account statement listing securities in that account. If you have a beneficial interest in securities that are not listed in an attached account statement, list them below:
|
|
1.
|
In accordance with Section VII of the Code of Ethics, I will report all required securities transactions and securities accounts in which I have a beneficial interest.
|
|
2.
|
I will comply with the Code of Ethics in all other respects.
|
ADVANCE PERSONAL TRADING CLEARANCE/REVIEW REQUEST
|
|
Background
:
|
Approved:
¨
No:
¨
Compliance Officer Signature:______________________________________________________
Date:
|
Name
|
Status
|
Date Added
|
|
1.
|
I have read and I understand the Code of Ethics and any amendments and I recognize that I am subject thereto for the periods that they are in effect.
|
|
2.
|
I have read and I understand any amendments to the Code of Ethics and any amendments.
|
|
3.
|
In accordance with Section VII of the Code of Ethics, I have reported all securities transactions and securities accounts in which I have a beneficial interest, except to the extent disclosed on the attached schedule if applicable and any amendments.
|
|
4.
|
I have complied with the Code of Ethics and any amendments in place during the year.
|