REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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o | ||
Post-Effective Amendment No.
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156
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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157
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x |
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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Thomas G. Sheehan, 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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x |
immediately upon filing pursuant to paragraph (b)
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On (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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o |
on (date) pursuant to paragraph (a)(2) of Rule 485.
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o |
This post-effective amendment designates a new effective date for a previously filed post- effective amendment.
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TorrayRes olut e Small/Mid Cap Growth Fund |
Shareholder Fees
(fees paid directly from your investment)
|
Investor
Class
|
Institutional
Class
|
Maximum Sales Charge (Load) Imposed on Purchases
|
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
|
0.80%
|
0.80%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.00%
|
Shareholder Service Fees
|
0.15%
|
0.15%
|
Other Expenses
(1)
|
0.95%
|
0.95%
|
Total Annual Fund Operating Expenses
|
2.15%
|
1.90%
|
Expense (Reimbursement)/Recoupment
(2)
|
(0.90)%
|
(0.90)%
|
Total Annual Fund Operating Expenses After Expense (Reimbursement)/Recoupment
(2)
|
1.25%
|
1.00%
|
(1)
|
Because the Fund is new, these expenses are based on estimated amounts for the Fund’s current fiscal year.
|
(2)
|
TorrayResolute 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, leverage, interest, taxes, brokerage commissions and extraordinary expenses) do not exceed 1.25% of the average daily net assets of the Investor Class and 1.00% of the average daily net assets of the Institutional Class. Expenses waived and/or reimbursed by the Adviser may be recouped by the Adviser if such recoupment can be achieved without exceeding the expense limit in effect at the time the waiver and/or reimbursement occurred. 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 the Trust or the Adviser through December 31, 2016. 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
|
Three Years
|
|||
Investor Class Shares
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$127
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$586
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||
Institutional Class Shares
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$102
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$510
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Investor
Class
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Institutional
Class
|
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Minimum Initial Investment
|
$2,500
|
$1,000,000
|
Subsequent Minimum Investment
|
$100
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$100
|
P
ortf
olio Holdings
|
Po
rtfo
lio Manager
|
Sim
ila
rly Managed Account Performance
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
|
TorrayResolute Small/Mid
Cap Growth Composite
(net of fees)
1
|
(32.99)%
|
37.53%
|
22.91%
|
4.53%
|
13.18%
|
40.87
%
|
Russell 2500
®
Growth Index
(reflects no deduction for fees, expenses or taxes)
2
|
(41.50)%
|
41.66%
|
28.86%
|
(1.57)%
|
16.13%
|
40.65
%
|
Russell 2500
®
Index
(reflects no deduction for
fees, expenses or taxes)
3
|
(36.79)%
|
34.39%
|
26.71%
|
(2.49)%
|
17.85%
|
36.80
%
|
One Y
ear
|
Five
Year
|
Since
Inception
(12/31/07)
|
Year-to-Date
(9/30/2014)
|
|||
TorrayResolute Small/Mid Cap Growth
Composite
(net of fees)
1
|
40.87
%
|
23.01
%
|
11.17
%
|
Composite (Net of Fees) 1 | (1.94)% | |
Russell 2500
®
Growth Index
(reflects no deduction for fees, expenses or taxes)
2
|
40.65
%
|
24.03
%
|
9.43
%
|
Russell 2500 ® Growth Index 2 | (0.41)% | |
Russell 2500
®
Index
(
reflects no deduction for fees, expenses or taxes)
3
|
36.80
%
|
21.77
%
|
9.16
%
|
Russell 2500 ® Index 3 | 0.28% |
|
1
|
Prior to July 1, 2010, this composite was known as the Small/Mid Cap Growth Composite and managed by Resolute. Resolute merged with Torray on July 1, 2010. From July 1, 2010, through November 27, 2014, the Composite was managed by Torray. Beginning November 28, 2014, the Composite has been managed by TorrayResolute, a joint venture between Torray and Montage. Portfolio Manager Nicholas Haffenreffer has managed the strategy since the inception of the Composite.
|
|
Torray, the minority owner of the Adviser, has been independently verified for GIPS
®
compliance for the period October 1, 2005 through December 31, 2013.
The TorrayResolute Small/Mid Cap Growth Composite has been examined for the periods July 1, 2010 through December 31, 2013. The verification and performance examination reports are available from the Adviser upon request.
|
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2
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The Russell 2500
®
Growth Index
measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500
®
companies with higher growth earning potential as defined by Russell’s leading style methodology.
|
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3
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The Russell 2500
®
Index measures the performance of the small to mid-cap segment of the U.S. equity universe, commonly referred to as “smid” cap. The Russell 2500
®
Index is a subset of the Russell 3000
®
Index. It includes approximately 2500 of the smallest securities based on a combination of their market cap and current index membership.
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Pri
cin
g of Fund Shares
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·
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The name of the Fund;
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·
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The class of shares to be purchased;
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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
|
TorrayResolute Small/Mid Cap Growth Fund
|
TorrayResolute Small/Mid Cap Growth Fund
|
c/o U.S. Bancorp Fund Services, LLC
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c/o U.S. Bancorp Fund Services, LLC
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P.O. Box 701
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615 East Michigan Street, 3rd Floor
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Milwaukee, WI 53201-0701
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Milwaukee, WI
53202
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Wire to: | U.S. Bank, N.A. | |
ABA Number: | 075000022 | |
Credit: | U.S. Bancorp Fund Services, LLC | |
Account: | 112-952-137 | |
Further Credit: | TorrayResolute Small/Mid Cap Growth Fund | |
(Shareholder Name/Account Registration) | ||
(Shareholder Account Number) | ||
(Class of shares to be purchased) |
·
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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).
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How to Re
dee
m Fund Shares
|
·
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The shareholder’s name;
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·
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The name of the Fund;
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·
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The class of shares to be redeemed;
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·
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The account number;
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·
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The share or dollar amount to be redeemed; and
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·
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Signatures by all shareholders on the account and signature guarantee(s), if applicable.
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·
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If ownership is being changed on your account;
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·
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When redemption proceeds are payable or sent to any person, address or bank account not on record;
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·
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If a change of address request has been received by the Transfer Agent within the last 15 calendar days; and
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·
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For all redemptions in excess of $100,000 from any shareholder account.
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Regular Mail
|
Overnight or Express Mail
|
TorrayResolute Small/Mid Cap Growth Fund
|
TorrayResolute Small/Mid Cap Growth 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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·
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The name in which your account is registered; and/or
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·
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The Social Security or taxpayer identification number under which the account is registered.
|
Tools to Co
mb
at Frequent Transactions
|
Tax Cons
eq
uences
|
Other F
u
nd Policies
|
Shar
eho
lder Service Plan Fees
|
Rule 12b-1 Dist
ri
bution Fees
|
Pay
ments
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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25
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26
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26
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The Role of the Board of Trustees | 27 |
27
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Board Oversight of Risk Management |
28
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Trustees and Officers |
28
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Trustee Qualifications |
31
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Trustee and Management Ownership of Fund Shares |
32
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Board Committees |
33
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Trustee Compensation |
33
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Control Persons and Principal Shareholders |
34
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34
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Portfolio Managers |
35
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36
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37
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37
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37
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37
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38
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48
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48
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A-1
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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 or short sales 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.
|
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, repurchase agreements 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; or
|
7.
|
With respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or, to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, securities of other investment companies) if, as a result, (1) more than 5% of the Fund’s total assets would be invested in the securities of that issuer; or (2) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
|
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
During the Past
Five Years
|
||||
Independent Trustees
|
|||||||||
Roel C. Campos, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Age: 65
|
Trustee
|
Indefinite Term; Since April 2011
|
27
|
Partner, Locke Lord LLP (a law firm) (2011-present); Partner, Cooley LLP (a law firm)
(2007-2011); Commissioner, U.S. Securities
and Exchange Commission (2002-2007).
|
Director, WellCare
Health Plans, Inc.
(2013-Present);
Director, Regional
Management Corp.
(2012-Present)
|
||||
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Age: 47
|
Trustee
|
Indefinite Term; Since April 2011
|
27
|
Co-Founder and Chief Investment Strategist,
Next Generation Wealth Management, Inc.
(2005-present).
|
Independent Trustee,
ETF Series Solutions
( 7 Portfolios) (2012-Present)
|
||||
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Age: 67
|
Trustee
|
Indefinite Term; Since April 2011
|
27
|
Chief Financial Officer, Robert W. Baird & Co. Incorporated, (2000-2011).
|
Independent Trustee
ETF, Series Solutions
( 7 Portfolios) (2012-Present);
Director, Anchor Bancorp Wisconsin, Inc. (2011-2013)
|
||||
David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Age: 57
|
Trustee
|
Indefinite Term; Since April 2011
|
27
|
Founder and Managing Principal, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments (2004-2006).
|
Independent Trustee, ALPS Variable Investment Trust
( 9 Portfolios) (2006-Present)
|
, 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
During the Past
Five Years
|
Name
|
Fund
|
Aggregate Dollar Range
of Fund Shares in the Trust
|
Independent Trustees
|
||
Roel C. Campos
|
None
|
None
|
David A. Massart
|
None
|
None
|
Leonard M. Rush
|
None
|
None
|
David M. Swanson
|
None
|
$10,001-$50,000
|
Interested Trustee
|
||
Robert J. Kern
|
None
|
None
|
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
|
$2,037
|
None
|
None
|
$55,000
|
David A. Massart, Independent Trustee
|
$2,037
|
None
|
None
|
$55,000
|
Leonard M. Rush, Independent Trustee
|
$2,037
|
None
|
None
|
$55,000
|
David M. Swanson, Independent Trustee
|
$2,037
|
None
|
None
|
$55,000
|
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.
|
|
2
|
The Trust includes other portfolios in addition to the Fund.
|
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
|
Nicholas C. Haffenreffer
|
|||||
Registered investment companies
|
2
|
$663 million
|
0
|
$0
|
|
Other pooled investment vehicles
|
0
|
0
|
0
|
$0
|
|
Other Accounts
|
80
|
$237 million
|
0
|
$0
|
·
|
The Adviser’s policy is to vote client shares primarily in conformity with Glass Lewis & Co. recommendations, in order to limit conflict of interest issues between the Adviser and its clients. Glass Lewis & Co. is a neutral third party that issues recommendations based upon its own internal guidelines.
|
·
|
The Adviser may vote client shares inconsistent with Glass Lewis & Co. recommendations if it believes it is in the best interest of clients. In such a case, the Adviser will provide the Fund with written disclosure detailing why it believes Glass Lewis & Co.’s recommendation was not in the Fund’s best interest.
|
·
|
The Adviser’s Compliance department will periodically review proxy votes to ensure consistency with its procedures.
|
·
|
In situations where there is a conflict of interest in the voting of proxies between the interests of the Fund and its shareholders and those of the Adviser 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, including voting in accordance with its Proxy Voting Guidelines, voting in accordance with the voting recommendation of a non-affiliated third party vendor, or providing the Fund with sufficient information regarding the proxy proposal to obtain direction from the Fund before voting.
|
·
|
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 Per Share Class
|
=
|
Net Asset Value Per Share Class
|
Shares Per Share Class
|
·
|
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.
|
·
|
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 (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 calendar days; or
|
·
|
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.
|
(a)
|
(1)
|
Certificate of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on February 4, 2011
|
|
(2)
|
Amended and Restated Agreement and Declaration of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(b)
|
Amended and Restated Bylaws – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(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 filed on May 5, 2011
|
||
(d)
|
(1)
|
Investment Advisory Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Nuance Investments, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
|
(i)
|
First Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Nuance Mid Cap Value Fund, and Nuance Investments, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(2)
|
Investment Advisory Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Tortoise Capital Advisors, L.L.C. – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(i)
|
First Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Tortoise North American Energy Independence Fund, and Tortoise Capital Advisors, L.L.C. – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(ii)
|
Second Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Tortoise Select Opportunity Fund, and Tortoise Capital Advisors, L.L.C. – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
(iii)
|
Third Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Tortoise VIP MLP & Pipeline Portfolio, and Tortoise Capital Advisors, L.L.C. – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(3)
|
Investment Advisory Agreement between the Trust, on behalf of the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund), and Cove Street Capital, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(4)
|
Investment Advisory Agreement between the Trust, on behalf of the New Path Tactical Allocation Fund, and New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(5)
|
Investment Advisory Agreement between the Trust, on behalf of the AC ONE China Fund, and AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(6)
|
Investment Advisory Agreement between the Trust, on behalf of the Reinhart Mid Cap Private Market Value Fund, and Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(7)
|
Investment Advisory Agreement between the Trust, on behalf of the LK Balanced Fund, and Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(8)
|
Investment Advisory Agreement between the Trust, on behalf of the Bushido Capital Long/Short Fund, and Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(9)
|
Investment Advisory Agreement between the Trust, on behalf of the Advantus Strategic Dividend Income Fund, and Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(i)
|
First Amendment to the Investment Advisory Agreement between the Trust, on behalf of the Advantus Short Duration Bond Fund, and Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
(10)
|
Investment Advisory Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund, and Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(i)
|
First Amendment to the Investment Advisory Agreement between the Trust, on behalf of the ATAC Beta Rotation Fund, and Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(11)
|
Investment Advisory Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund, and Great Lakes Advisors, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(12)
|
Investment Advisory Agreement between the Trust, on behalf of the Coho Relative Value Equity Fund, and Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Investment Advisory Agreement between the Trust, on behalf of the Hilton Yield Plus Fund, and Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(14)
|
Investment Advisory Agreement between the Trust, on behalf of the Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth Fund, and Smith Asset Management Group, LP – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(15)
|
Investment Advisory Agreement between the Trust, on behalf of the Consilium Emerging Market Small Cap Fund, and Montage Investments, LLC– incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(16)
|
Investment Sub-Advisory Agreement between Montage Investments, LLC and Consilium Investment Management, LLC relating to the Consilium Emerging Market Small Cap Fund – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(17)
|
Investment Advisory Agreement between the Trust, on behalf of the Port Street Quality Growth Fund, and Port Street Investments LLC– incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
(18)
|
Investment Sub-Advisory Agreement between Port Street Investments LLC and Saratoga Research & Investment Management relating to the Port Street Quality Growth Fund – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(19)
|
Investment Advisory Agreement between the Trust, on behalf of the Muhlenkamp Fund, and Muhlenkamp & Company, Inc. – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(20)
|
Investment Advisory Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and TorrayResolute LLC – filed herewith
|
||
(e)
|
(1)
|
Distribution Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on May 26, 2011
|
|
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the Nuance Mid Cap Value Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(2)
|
Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A, filed with the SEC on May 26, 2011
|
||
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(ii)
|
Second Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(iii)
|
Third Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise North American Energy Independence Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
(iv)
|
Fourth Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise Select Opportunity Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
||
(v)
|
Fifth Amendment to the Distribution Agreement between the Trust, on behalf of the Tortoise VIP MLP & Pipeline Portfolio, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(3)
|
Distribution Agreement between the Trust, on behalf of the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund), and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(4)
|
Distribution Agreement between the Trust, on behalf of the New Path Tactical Allocation Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(5)
|
Distribution Agreement between the Trust, on behalf of the AC ONE China Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(6)
|
Distribution Agreement between the Trust, on behalf of the Reinhart Mid Cap Private Market Value Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(7)
|
Distribution Agreement between the Trust, on behalf of the LK Balanced Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(8)
|
Distribution Agreement between the Trust, on behalf of the Bushido Capital Long/Short Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(9)
|
Distribution Agreement between the Trust, on behalf of the Advantus Strategic Dividend Income Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the Advantus Short Duration Bond Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(10)
|
Distribution Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(i)
|
First Amendment to the Distribution Agreement between the Trust, on behalf of the ATAC Beta Rotation Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(11)
|
Distribution Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(12)
|
Distribution Agreement between the Trust on behalf of the Coho Relative Value Equity Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Distribution Agreement between the Trust on behalf of the Hilton Yield Plus Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(14)
|
Distribution Agreement between the Trust on behalf of the Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(15)
|
Distribution Agreement between the Trust on behalf of the Consilium Emerging Market Small Cap Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(16)
|
Distribution Agreement between the Trust on behalf of the Port Street Quality Growth Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
(17)
|
Distribution Agreement between the Trust, on behalf of the Muhlenkamp Fund, and Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(18)
|
Distribution Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and Quasar Distributors, LLC – filed herewith
|
||
(f)
|
Bonus or Profit Sharing Contracts – not applicable
|
||
(g)
|
(1)
|
Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
|
(2)
|
First Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(3)
|
Second Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(4)
|
Third Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Fourth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(6)
|
Fifth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Sixth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Seventh Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(9)
|
Eighth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
(10)
|
Ninth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(11)
|
Tenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Eleventh Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Twelfth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(14)
|
Thirteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
||
(15)
|
Fourteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(16)
|
Fifteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(17)
|
Sixteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(18)
|
Seventeenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(19)
|
Eighteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(20)
|
Nineteenth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
(21)
|
Twentieth Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(22)
|
Twenty-first Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(23)
|
Twenty-second Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association – filed herewith
|
||
(h)
|
(1)
|
Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
|
(2)
|
First Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(3)
|
Second Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(4)
|
Third Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Fourth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(6)
|
Fifth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Sixth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Seventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
(9)
|
Eighth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(10)
|
Ninth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(11)
|
Tenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Eleventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Twelfth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(14)
|
Thirteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
||
(15)
|
Fourteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(16)
|
Fifteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(17)
|
Sixteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(18)
|
Seventeenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(19)
|
Eighteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
(20)
|
Nineteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(21)
|
Twentieth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(22)
|
Twenty-first Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(23)
|
Twenty-second Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
||
(24)
|
Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(25)
|
First Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(26)
|
Second Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(27)
|
Third Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(28)
|
Fourth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(29)
|
Fifth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(30)
|
Sixth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
(31)
|
Seventh Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(32)
|
Eighth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(33)
|
Ninth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(34)
|
Tenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(35)
|
Eleventh Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(36)
|
Twelfth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(37)
|
Thirteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
||
(38)
|
Fourteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(39)
|
Fifteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(40)
|
Sixteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(41)
|
Seventeenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
(42)
|
Eighteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(43)
|
Nineteenth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(44)
|
Twentieth Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(45)
|
Twenty-first Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(46)
|
Twenty-second Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
||
(47)
|
Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(48)
|
First Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
||
(49)
|
Second Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(50)
|
Third Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(51)
|
Fourth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
||
(52)
|
Fifth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
(53)
|
Sixth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(54)
|
Seventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(55)
|
Eighth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(56)
|
Ninth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012
|
||
(57)
|
Tenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(58)
|
Eleventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(59)
|
Twelfth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013
|
||
(60)
|
Thirteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013
|
||
(61)
|
Fourteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(62)
|
Fifteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(63)
|
Sixteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
(64)
|
Seventeenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(65)
|
Eighteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(66)
|
Nineteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(67)
|
Twentieth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(68)
|
Twenty-first Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(69)
|
Twenty-second Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith
|
||
(70)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Nuance Concentrated Value Fund and the Nuance Mid Cap Value Fund, and Nuance Investments, LLC – incorporated herein by reference from Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A filed on August 22, 2014
|
||
(71)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Tortoise MLP & Pipeline Fund, the Tortoise North American Energy Independence Fund, Tortoise Select Opportunity Fund and Tortoise VIP MLP & Pipeline Portfolio, and Tortoise Capital Advisors, L.L.C. – incorporated herein by reference from Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A filed on March 27, 2014
|
||
(72)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund), and Cove Street Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 113 to Registrant’s Registration Statement on Form N-1A filed on January 21, 2014
|
||
(73)
|
Form of Operating Expenses Limitation Agreement between the Trust, on behalf of the New Path Tactical Allocation Fund, and New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 120 to Registrant’s Registration Statement on Form N-1A filed on February 21, 2014
|
(74)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the AC ONE China Fund, and AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 148 to Registrant’s Registration Statement on Form N-1A filed on October 23, 2014
|
||
(75)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Reinhart Mid Cap Private Market Value Fund, and Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 143 to Registrant’s Registration Statement on Form N-1A filed on September 23, 2014
|
||
(76)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the LK Balanced Fund, and Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 96 to Registrant’s Registration Statement on Form N-1A filed on October 24, 2013
|
||
(77)
|
Form of Operating Expenses Limitation Agreement between the Trust, on behalf of the Bushido Capital Long/Short Fund and Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 112 to Registrant’s Registration Statement on Form N-1A filed on January 17, 2014
|
||
(78)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Advantus Strategic Dividend Income Fund, the Advantus Short Duration Bond Fund and Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(79)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the ATAC Inflation Rotation Fund and the ATAC Beta Rotation Fund, and Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(80)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund, and Great Lakes Advisors, LLC – incorporated herein by reference from Post-Effective Amendment No. 137 to Registrant’s Registration Statement on Form N-1A filed on July 18, 2014
|
||
(81)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Coho Relative Value Equity Fund and Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 122 to Registrant’s Registration Statement on Form N-1A filed on March 19, 2014
|
||
(82)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of the Hilton Yield Plus Fund and Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
(83)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Smith Group Large Cap Core Growth Fund and Smith Group Small Cap Focused Growth, and Smith Asset Management Group, LP – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(84)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Consilium Emerging Market Small Cap Fund, and Montage Investments, LLC, and Consilium Investment Management LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(85)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Port Street Quality Growth Fund, and Port Street Investments LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(86)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of Muhlenkamp Fund, and Muhlenkamp & Company, Inc. – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(87)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of TorrayResolute Small/Mid Cap Growth Fund, and TorrayResolute LLC – filed herewith
|
||
(i)
|
(1)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Nuance Concentrated Value Fund and the Tortoise MLP & Pipeline Fund – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
|
(2)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference to Registrant’s Registration Statement on Form N-14, filed with the SEC on October 25, 2011
|
||
(3)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the New Path Tactical Allocation Fund – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(4)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the AC ONE China Fund – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(5)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Reinhart Mid Cap Private Market Value Fund – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012
|
(6)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Lawson Kroeker Balanced Fund – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012
|
||
(7)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Bushido Capital Long/Short Fund – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012
|
||
(8)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Advantus Strategic Dividend Income Fund – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(9)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the ATAC Inflation Rotation Fund – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(10)
|
Opinion and Consent of Counsel by Richards, Layton & Finger, P.A. for the Great Lakes Bond Fund, Great Lakes Large Cap Value Fund, Great Lakes Disciplined Equity Fund, and Great Lakes Small Cap Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A filed on October 9, 2012
|
||
(11)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise North American Energy Independence Fund – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013
|
||
(12)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Coho Relative Value Equity Fund – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(13)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Hilton Yield Plus Fund – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(14)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise Select Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 91 to Registrant’s Registration Statement on Form N-1A filed on September 30, 2013
|
||
(15)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for Smith Group Large Cap Core Growth Fund – incorporated herein by reference from the Registrant’s Registration Statement filed on Form N-14 filed on October 1, 2013.
|
(16)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for Smith Group Small Cap Focused Growth Fund – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(17)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Nuance Mid Cap Value Fund – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013
|
||
(18)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Consilium Emerging Market Small Cap Fund – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(19)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Port Street Quality Growth Fund – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(20)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the ATAC Beta Rotation Fund – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014
|
||
(21)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Tortoise VIP MLP & Pipeline Portfolio – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014
|
||
(22)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Muhlenkamp Fund – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(23)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Advantus Short Duration Bond Fund – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(24)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the TorrayResolute Small/Mid Cap Growth Fund – filed herewith
|
||
(j)
|
(1)
|
Consent of Independent Registered Public Accounting Firm by KPMG LLP for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011
|
|
(2)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Tortoise MLP & Pipeline Fund, the Tortoise North American Fund and the Tortoise Select Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A filed on March 27, 2014
|
(3)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Nuance Concentrated Value Fund and Nuance Mid Cap Value Fund – incorporated herein by reference from Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A filed on August 22, 2014
|
||
(4)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Cove Street Capital Small Cap Value Fund (formerly, CSC Small Cap Value Fund) – incorporated herein by reference from Post-Effective Amendment No. 113 to Registrant’s Registration Statement on Form N-1A filed on January 21, 2014
|
||
(5)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the New Path Tactical Allocation Fund –
incorporated herein by reference from Post-Effective Amendment No. 120 to Registrant’s Registration Statement on Form N-1A filed on February 21, 2014
|
||
(6)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Great Lakes Bond Fund, the Great Lakes Large Cap Value Fund, the Great Lakes Disciplined Equity Fund, and the Great Lakes Small Cap Opportunity Fund – incorporated herein by reference from Post-Effective Amendment No. 137 to Registrant’s Registration Statement on Form N-1A filed on July 18, 2014
|
||
(7)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Reinhart Midcap Private Market Value Fund – incorporated herein by reference from Post-Effective Amendment No. 143 to Registrant’s Registration Statement on Form N-1A filed on September 23, 2014
|
||
(8)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the LK Balanced Fund – incorporated herein by reference from Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A filed on October 22, 2014
|
||
(9)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the AC ONE China Fund – incorporated herein by reference from Post-Effective Amendment No. 148 to Registrant’s Registration Statement on Form N-1A filed on October 23, 2014
|
||
(10)
|
Consent of Independent Registered Public Accounting Firm by Ernst & Young, LLP. for the Advantus Strategic Dividend Income Fund – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014
|
||
(11)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the ATAC Inflation Rotation Fund and ATAC Beta Rotation Fund – incorporated herein by reference from Post-Effective Amendment No. 155 to Registrant’s Registration Statement on Form N-1A filed on December 22, 2014
|
(12)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Bushido Capital Long/Short Fund – incorporated herein by reference from Post-Effective Amendment No. 112 to Registrant’s Registration Statement on Form N-1A filed on January 17, 2014
|
||
(13)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the Coho Relative Value Equity Fund – incorporated herein by reference from Post-Effective Amendment No. 151 to Registrant’s Registration Statement on Form N-1A filed on November 20, 2014
|
||
(14)
|
Power of Attorneys for Roel C. Campos, Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated April 6, 2011 – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(k)
|
Omitted Financial Statements – not applicable
|
||
(l)
|
Seed Capital Agreements – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(m)
|
Amended and Restated Rule 12b-1 Plan – filed herewith
|
||
(n)
|
Amended and Restated Rule 18f-3 Plan – filed herewith
|
||
(o)
|
Reserved
|
||
(p)
|
(1)
|
Code of Ethics for the Trust – incorporated herein by reference from Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2011
|
|
(2)
|
Code of Ethics for Nuance Investments, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(3)
|
Code of Ethics for Tortoise Capital Advisors, L.L.C. – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011
|
||
(4)
|
Code of Ethics for Cove Street Capital, LLC – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(5)
|
Code of Ethics for New Path Capital Advisors – incorporated herein by reference from Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A filed on December 12, 2011
|
||
(6)
|
Code of Ethics for AC ONE Asset Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012
|
||
(7)
|
Code of Ethics for Reinhart Partners, Inc. – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
(8)
|
Code of Ethics for Lawson Kroeker Investment Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A filed on July 29, 2013
|
||
(9)
|
Code of Ethics for Bushido Capital Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 112 to Registrant’s Registration Statement on Form N-1A filed on January 17, 2014
|
||
(10)
|
Code of Ethics for Advantus Capital Management, Inc. – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012
|
||
(11)
|
Code of Ethics for Pension Partners, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012
|
||
(12)
|
Code of Ethics for Great Lakes Advisors, LLC and Advanced Investment Partners LLC – incorporated herein by reference from Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A filed on October 9, 2012
|
||
(13)
|
Code of Ethics for Coho Partners, Ltd. – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013
|
||
(14)
|
Code of Ethics for Hilton Capital Management, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 28, 2013
|
||
(15)
|
Code of Ethics for Smith Asset Management Group, LP – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013
|
||
(16)
|
Code of Ethics for Montage Investments, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(17)
|
Code of Ethics for Consilium Investment Management LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013
|
||
(18)
|
Code of Ethics for Port Street Investments LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(19)
|
Code of Ethics for Saratoga Research & Investment Management – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014
|
||
(20)
|
Code of Ethics for Muhlenkamp & Company, Inc. – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014
|
||
(21)
|
Code of Ethics for TorrayResolute, LLC – filed herewith
|
(22)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No. 122 to Registrant’s Registration Statement on Form N-1A filed on March 19, 2014
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
|
Academy Funds Trust
|
Jensen Portfolio, Inc.
|
Advisors Series Trust
|
Kirr Marbach Partners Funds, Inc.
|
Aegis Funds
|
Litman Gregory Funds Trust
|
Allied Asset Advisors Funds
|
LKCM Funds
|
Alpine Equity Trust
|
LoCorr Investment Trust
|
Alpine Income Trust
|
Loeb King Trust
|
Alpine Series Trust
|
Lord Asset Management Trust
|
Appleton Funds
|
MainGate Trust
|
Barrett Opportunity Fund, Inc.
|
Managed Portfolio Series
|
Brandes Investment Trust
|
Matrix Advisors Value Fund, Inc.
|
Bridge Builder Trust
|
Merger Fund
|
Bridges Investment Fund, Inc.
|
Monetta Trust
|
Brookfield Investment Funds
|
Nicholas Family of Funds, Inc.
|
Brown Advisory Funds
|
Permanent Portfolio Family of Funds, Inc.
|
Buffalo Funds
|
Perritt Funds, Inc.
|
Capital Guardian Funds Trust
|
PRIMECAP Odyssey Funds
|
Compass EMP Funds Trust
|
Professionally Managed Portfolios
|
DoubleLine Funds Trust
|
Prospector Funds, Inc.
|
ETF Series Solutions
|
Provident Mutual Funds, Inc.
|
Evermore Funds Trust
|
Purisima Funds
|
FactorShares Trust
|
Rainier Investment Management Mutual Funds
|
First American Funds, Inc.
|
RBC Funds Trust
|
First American Investment Funds, Inc.
|
SCS Financial Funds
|
First American Strategy Funds, Inc.
|
Stone Ridge Trust
|
FundX Investment Trust
|
Thompson IM Funds, Inc.
|
Glenmede Fund, Inc.
|
TIFF Investment Program, Inc.
|
Glenmede Portfolios
|
Trust for Professional Managers
|
Greenspring Fund, Inc.
|
Trust for Advised Portfolios
|
Guinness Atkinson Funds
|
USA Mutuals
|
Harding Loevner Funds, Inc.
|
USFS Funds Trust
|
Hennessy Funds Trust
|
Wall Street Fund, Inc.
|
Hotchkis & Wiley Funds
|
Westchester Capital Funds
|
Intrepid Capital Management Funds Trust
|
Wisconsin Capital Funds, Inc.
|
IronBridge Funds, Inc.
|
WY Funds
|
Jacob Funds, Inc.
|
YCG Funds
|
Records Maintained By:
|
Are located at:
|
Registrant’s Investment Advisers
|
AC ONE Asset Management, LLC
444 South Flower Street
Los Angeles, California 90071
|
Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, Minnesota 55101
|
|
Bushido Capital Partners LLC
21 DuPont Circle NW, Suite 500
Washington, D.C. 20036
|
|
Coho Partners, Ltd.
300 Berwyn Park
801 Cassatt Road, Suite 100
Berwyn, Pennsylvania 19312
|
|
Cove Street Capital, LLC
2321 Rosecrans Avenue
El Segundo, California 90245
|
|
Great Lakes Advisors, LLC
222 South Riverside Plaza
Chicago, Illinois 60606
|
|
Lawson Kroeker Investment Management, Inc.
450 Regency Parkway, Suite 410
Omaha, Nebraska 68114
|
|
Montage Investments, LLC
11300 Tomahawk Creek Parkway, Suite 200
Leawood, Kansas 66211
|
|
Muhlenkamp & Company, Inc.
5000 Stonewood Drive, Suite 300
Wexford, Pennsylvania 15090-8395
|
|
New Path Capital Advisors
61 Blue River Parkway, Unit B
Silverthorne, Colorado 80498
|
|
Nuance Investments, LLC
One Ward Parkway, Suite 126
Kansas City, Missouri 64112
|
|
Pension Partners, LLC
430 West 14
th
Street, Suite 505
New York, New York 10014
|
|
Port Street Investments LLC
24 Corporate Plaza Drive, Suite 150
Newport Beach, California 92660
|
|
Reinhart Partners, Inc.
1500 West Market Street, Suite 100
Mequon, Wisconsin 53092
|
Records Maintained By:
|
Are located at:
|
Smith Asset Management Group, LP
100 Crescent Court, Suite 1150
Dallas, Texas 75201
|
|
TorrayResolute LLC
11300 Tomahawk Creek Parkway, Suite 200
Leawood, Kansas 66211
|
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
|
|
Registrant’s Investment Sub-Advisers
|
Consilium Investment Management LLC
3101 N. Federal Hwy, Suite 502
Fort Lauderdale, Florida 33306
|
Saratoga Research & Investment Management
14471 Big Basin Way, Suite E
Saratoga, California 95070
|
Signature
|
Title
|
||
Roel C. Campos*
|
Trustee
|
||
Roel C. Campos
|
|||
Robert J. Kern*
|
Trustee
|
||
Robert J. Kern
|
|||
David A. Massart*
|
Trustee
|
||
David A. Massart
|
|||
Leonard M. Rush*
|
Trustee
|
||
Leonard M. Rush
|
|||
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
|
|
(e)(20)
|
Investment Advisory Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and TorrayResolute LLC
|
|
(e)(18)
|
Distribution Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and Quasar Distributors, LLC
|
|
(g)(23)
|
Twenty-second Amendment to the Custody Agreement between the Trust and U.S. Bank, National Association
|
|
(h)(23)
|
Twenty-second Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC
|
|
(h)(46)
|
Twenty-second Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC
|
|
(h)(69)
|
Twenty-second Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC
|
|
(h)(87)
|
Operating Expenses Limitation Agreement between the Trust, on behalf of TorrayResolute Small/Mid Cap Growth Fund, and TorrayResolute LLC
|
|
(i)(24)
|
Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the TorrayResolute Small/Mid Cap Growth Fund
|
|
(m)
|
Amended and Restated Rule 12b-1 Plan
|
|
(n)
|
Amended and Restated Rule 18f-3 Plan
|
|
(p)(21)
|
Code of Ethics for TorrayResolute, LLC
|
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
|
TORRAYRESOLUTE, LLC
By:
/s/ Nicholas C. Haffenreffer
Name: Nicholas C. Haffenreffer
Title: President and Chief Investment Officer
|
Series of Managed Portfolio Series
|
Annual Fee Rate as % of
Current Net Assets
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
0.80%
|
|
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 (“Communications with the Public”) relating to the Fund. The Distributor agrees to review all proposed Communications with the Public for compliance with applicable laws and regulations, and shall file with appropriate regulators those Communications with the Public 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. Each of the Trust and the Advisor represent 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 or willful misfeasance in the performance of the Distributor’s duties or obligations under this Agreement or by reason of 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, epidemic, 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.
|
Compliance with Laws
|
11.
|
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.
|
12.
|
Duties in the Event of Termination
|
|
and notice to the Advisor shall be sent to:
|
MANAGED PORTFOLIO SERIES | QUASAR DISTRIBUTORS, LLC |
By: /s/ James R. Arnold | By: /s/ James R. Schoenike |
Name: James R. Arnold | Name: James R. Schoenike |
Title: President | Title: President |
Multiple Series Trust
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
FEE SCHEDULE at November, 2014
|
§
|
FINRA Filings
|
−
|
$[…] per job for the first 10 pages (minutes if tape or video); $[…] per page (minute if tape or video) thereafter (includes FINRA filing fee).
|
§
|
Non-FINRA filed materials, e.g. Institutional Use Only, Quasar Review Only, Correspondence, etc.
|
−
|
$[…] per job for the first 10 pages (minutes if tape or video); $[…] per page (minute if tape or video)
|
§
|
FINRA Expedited Filing Service for 3 Day Turnaround
|
−
|
$[…] for the first 10 pages (minutes if audio or video); $[…] per page (minute if audio or video)
|
|
thereafter. (Comments are faxed. FINRA may not accept expedited request.)
|
§
|
Quasar Expedited Review Service for 24 Hour Turnaround – Does not include FINRA filing fee, if applicable
|
−
|
$[…] for the first 10 pages (minutes if audio or video); $[…] per page (minute if audio or video) thereafter.
|
§
|
$[…] per year per registered representative
|
§
|
Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26, 27, 63, 66
|
§
|
$[…] per FINRA designated branch location
|
§
|
Plus all associated FINRA and State fees for Registered Representatives, including license and renewal fees
|
§
|
Design - $[…] per fact sheet, includes first production
|
§
|
Production - $[…] per fact sheet per production period
|
§
|
All printing costs are out-of-pocket expenses, and in addition to the design fee and production fee
|
§
|
Web sites, brochures, and other sales support materials – Project priced via Quasar proposal
|
§
|
$[…] /year
|
Multiple Series Trust
QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
FEE SCHEDULE (continued) at November, 2014
|
§
|
Typesetting, printing and distribution of Prospectuses and shareholder reports
|
§
|
Production, printing, distribution, and placement of advertising, sales literature, and materials
|
§
|
Engagement of designers, free-lance writers, and public relations firms
|
§
|
Long-distance telephone lines, services, and charges
|
§
|
Postage, overnight delivery charges
|
§
|
FINRA registration fees [To include late U5 charge (if applicable)]
|
§
|
Record retention
|
§
|
Travel, lodging, and meals
|
MANAGED PORTFOLIO SERIES | U.S. BANK, N.A. |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Name: James R. Arnold | Name: Michael R. McVoy |
Title: President | Title: Senior Vice President |
Name of Series | Date Added |
TorrayResolute Small/Mid Cap Growth Fund | on or after November 19, 2014 |
Domestic Custody Fee Schedule at November, 2014
|
Annual Fee Based Upon Market Value Per Fund*
[…]
basis point on average daily market value
Minimum annual fee for the 2 fund complex - $
[…]
Plus portfolio transaction fees
Portfolio Transaction Fees
$
[…]
per book entry DTC transaction/Federal Reserve transaction/principal paydown
$
[…]
per short sale
$
[…]
per U.S. Bank repurchase agreement transaction
$
[…]
per option/future contract written, exercised or expired
$
[…]
per mutual fund trade/Fed wire/margin variation Fed wire
$
[…]
per physical security transaction
$
[…]
per disbursement (waived if U.S. Bancorp is Administrator)
$
[…]
per segregated account per year
§
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
§
No charge for the initial conversion free receipt.
§
Overdrafts – charged to the account at prime interest rate plus 2.
Plus Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, extraordinary expenses based upon complexity, and all other out-of-pocket expenses.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Name: James R. Arnold | Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
Name of Series | Date Added |
TorrayResolute Small/Mid Cap Growth Fund | on or after November 19, 2014 |
Multiple Series Trust
FUND ADMINISTRATION, FUNDS ACCOUNTING & PORTFOLIO COMPLIANCE SERVICES
FEE SCHEDULE at November, 2014
|
Multiple Series Trust
FUND ADMINISTRATION, FUNDS ACCOUNTING & PORTFOLIO COMPLIANCE SERVICES
FEE SCHEDULE (continued) at November, 2014
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Name: James R. Arnold | Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
Name of Series | Date Added |
TorrayResolute Small/Mid Cap Growth Fund | on or after November 19, 2014 |
Multiple Series Trust
FUND ADMINISTRATION, FUNDS ACCOUNTING & PORTFOLIO COMPLIANCE SERVICES
FEE SCHEDULE (continued) at November, 2014
|
§
|
$
[…]
per fund per report – first class
|
§
|
$
[…]
per additional class report
|
MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ James R. Arnold | By: /s/ Michael R. McVoy |
Name: James R. Arnold | Name: Michael R. McVoy |
Title: President | Title: Executive Vice President |
Name of Series | Date Added |
TorrayResolute Small/Mid Cap Growth Fund | on or after November 19, 2014 |
Multiple Series Trust
TRANSFER AGENT & SHAREHOLDER SERVICES
ACCOUNT SERVICES FEE SCHEDULE at November, 2014
|
Annual Service Charges to the Fund*
§
Base Fee Torray Fund $[…] /year
§
Base Fee Torray Institutional Fund $[…] /year
§
NSCC Level 3 Accounts $[…] /open account
§
No-Load Fund Accounts $[…] /open account
§
Closed Accounts $[…] /closed account
Activity Charges
§
Manual Shareholder Transaction $[…] /transaction
§
Omnibus Account Transaction $[…] /transaction
§
Correspondence $[…] /item
§
Telephone Calls $[…] /minute
§
Voice Response Calls $[…] /call
§
Qualified Plan Accounts $[…] /account (Cap at $[…] /SSN)
Conversion/Implementation Charges
§
Conversion $[…] /account
Out-Of-Pocket Expenses
Including but not limited to telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, programming, service/data conversion, AML verification services, special reports, insurance, record retention, processing of literature fulfillment kits, microfilm, microfiche, proxies, proxy services, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC charges, data communication and implementation charges, travel, training, and all other out-of-pocket expenses.
Additional Services
Available but not included above are the following services - FAN Web shareholder e-commerce, Vision intermediary e-commerce, FAN Mail electronic data delivery, sales reporting data warehouse, investor e-mail services, literature fulfillment, lead conversion reporting, 12b-1 aging, and Short-Term Trader reporting.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
|
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES
FEE SCHEDULE at November, 2014
|
§
|
FAN Web Premium (Fund Groups over […] open accounts)
|
−
|
Implementation - $[…] per fund group – includes up to […] hours of technical/BSA support
|
−
|
Annual Base Fee - $[…] per year
|
§
|
FAN Web Select (Fund Groups under […] open accounts) – See Functionality Worksheet
|
−
|
Implementation - $[…] per fund group – includes up to […] hours of technical/BSA support
|
−
|
Annual Base Fee - $[…] per year
|
§
|
FAN Web Direct (API) – Quoted Separately
|
§
|
Customization - $[…] per hour
|
§
|
Activity (Session) Fees:
|
−
|
Inquiry - $[…] per event
|
−
|
Account Maintenance - $[…] per event
|
−
|
Transaction – financial transactions, reorder statements, etc. - $[…] per event
|
−
|
New Account Set-up - $[…] per event (Not available with FAN Web Select)
|
§
|
Inquiry Only
|
−
|
Inquiry - $[…] per event
|
−
|
Per broker ID - $[…] per month per ID
|
§
|
Transaction Processing
|
§
|
Base Fee Per Management Company – file generation and delivery - $[…] per year
|
§
|
Per Record Charge
|
−
|
Rep/Branch/ID - $[…]
|
−
|
Dealer - $[…]
|
TRANSFER AGENT & SHAREHOLDER SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at November, 2014
|
§
|
$[…] /qualified plan acct (Cap at $[…] /SSN)
|
§
|
$[…] /Coverdell ESA acct (Cap at $[…] /SSN)
|
§
|
$[…] /transfer to successor trustee
|
§
|
$[…] /participant distribution (Excluding SWPs)
|
§
|
$[…] /refund of excess contribution
|
§
|
$[…] /reconversion/recharacterization
|
§
|
$[…] /outgoing wire transfer
|
§
|
$[…] /overnight delivery
|
§
|
$[…] /telephone exchange
|
§
|
$[…] /return check or ACH
|
§
|
$[…] /stop payment
|
§
|
$[…] /research request per account (Cap at $[…] /request) (For requested items of the second calendar year [or previous] to the request)
|
§
|
Account Management
|
−
|
$[…] /month (account management, lead reporting and database administration)
|
§
|
Out-of-Pocket Expenses
|
−
|
kit and order processing expenses, postage, and printing
|
§
|
Inbound Teleservicing Only
|
−
|
Account Management - $[…] /month
|
−
|
Call Servicing - $[…] /per minute
|
§
|
Lead Conversion Reporting
|
−
|
Account Management- $[…] /month
|
−
|
Database Installation, Setup -$[…] /fund group
|
−
|
Specialized Programming - (Separate Quote)*
|
§
|
Web On-line Fund Fulfillment
|
−
|
Account Management- $[…] /month
|
−
|
Installation, Setup - $[…] /fund group
|
−
|
Per Literature Order - $[…] /request
|
§
|
Follow-up Services
|
−
|
Correspondence - $[…] /item
|
Series of Managed Portfolio Series
|
Operating Expense Limit
|
Termination Date
|
TorrayResolute Small/Mid Cap Growth Fund
|
December 31, 2016
|
|
Investor Class Shares
|
1.25% of average daily net assets
|
|
Institutional Class Shares
|
1.00% of average daily net assets
|
a)
|
The Post-Effective Amendment;
|
b)
|
The Trust’s Agreement and Declaration of Trust, dated January 25, 2011, as amended and restated by the Trust’s Amended and Restated Agreement and Declaration of Trust dated May 4, 2011 (as so amended and restated, the "Trust Instrument");
|
c)
|
The Trust’s Certificate of Trust, dated January 27, 2011;
|
d)
|
The Trust’s By-Laws, dated January 25, 2011, as amended and restated by the Trust’s Amended and Restated Bylaws dated 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 and approved by the Board with respect to the Fund and to the issuance of shares of beneficial interest in the Shares;
|
f)
|
A Certificate of Good Standing for the Trust, dated December 11, 2014, obtained from the Secretary of State of the State of Delaware: and
|
g)
|
A certificate of the Secretary of the Trust with respect to certain matters, dated on or about the date hereof.
|
2.
|
RULE 12B-1 AGREEMENTS
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
|
AC ONE China Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
ATAC Inflation Rotation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
ATAC Beta Rotation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Bushido Capital Long/Short Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Consilium Emerging Market Small Cap Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Cove Street Capital Small Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Bond Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Disciplined Equity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Large Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Small Cap Opportunity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
New Path Tactical Allocation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Nuance Concentrated Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Nuance Mid Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Reinhart Mid Cap Private Market Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Smith Group Large Cap Core Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Smith Group Small Cap Focused Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
Tortoise MLP & Pipeline Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise North American Energy Independence Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise Select Opportunity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise VIP MLP & Pipeline Portfolio
|
||
Class II Shares
|
0.25% of average daily net assets
|
Series of Managed Portfolio Series
|
12b-1 Fee
|
|
AC ONE China Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
ATAC Inflation Rotation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
ATAC Beta Rotation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Bushido Capital Long/Short Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Consilium Emerging Market Small Cap Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Cove Street Capital Small Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Bond Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Disciplined Equity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Large Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Great Lakes Small Cap Opportunity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
New Path Tactical Allocation Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Nuance Concentrated Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Nuance Mid Cap Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Reinhart Mid Cap Private Market Value Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Smith Group Large Cap Core Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
Smith Group Small Cap Focused Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Tortoise MLP & Pipeline Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise North American Energy Independence Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise Select Opportunity Fund
|
||
Investor Class Shares
|
0.25% of average daily net assets
|
|
Class C Shares
|
1.00% of average daily net assets
|
|
Tortoise VIP MLP & Pipeline Portfolio
|
||
Class II 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”).
|
Fund
|
Maximum Initial Sales Charge
|
Contingent Deferred Sales Charge
|
Maximum Annual Rule 12b-1 Distribution Fee
|
Maximum Annual Shareholder Servicing Fee
|
Conversion
Features
|
Exchange Privileges
|
Redemption Fees
|
AC ONE China Fund
|
5.50%
|
None
|
0.25%
|
None
|
Yes
|
None
|
2.00%/60 days
|
Advantus Short Duration Bond Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
None
|
Advantus Strategic Dividend Income Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
None
|
ATAC Inflation Rotation Fund
|
None
|
None
|
0.25%
|
None
|
None
|
None
|
2.00%/90 days
|
ATAC Beta Rotation Fund
|
None
|
None
|
0.25%
|
None
|
None
|
None
|
2.00%/90 days
|
Bushido Capital Long/Short Fund
|
4.75%
|
None
|
0.25%
|
0.10%
|
Yes
|
None
|
2.00%/60 days
|
Consilium Emerging Market Small Cap Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
1.00%/60 days
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
2.00%/60 days
|
Great Lakes Bond Fund
|
3.75%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Disciplined Equity Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Large Cap Value Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Great Lakes Small Cap Opportunity Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
New Path Tactical Allocation Fund
|
5.00%
|
None
|
0.25%
|
None
|
Yes
|
None
|
1.00%/30 days
|
Nuance Concentrated Value Fund
|
5.75%
|
None
(1)
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Nuance Mid Cap Value Fund
|
5.75%
|
None
(1)
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Reinhart Mid Cap Private Market Value Fund
|
None
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Smith Group Small Cap Focused Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Tortoise MLP & Pipeline Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
(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 shareholder’s initial investment or the value of the shareholder’s investment at redemption.
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
AC ONE China Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.000%/60 days
|
Advantus Short Duration Bond Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Advantus Strategic Dividend Income Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Bushido Capital Long/Short Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
1.00%/180 days
|
Coho Relative Value Equity Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
Consilium Emerging Market Small Cap Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
1.00%/60 days
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
Great Lakes Bond Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Disciplined Equity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Large Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Great Lakes Small Cap Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
LK Balanced Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Muhlenkamp Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Path Tactical Allocation Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
1.00%/30 days
|
Nuance Concentrated Value Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Nuance Mid Cap Value Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Port Street Quality Growth Fund
|
None
|
None
|
None
|
0.10%
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Smith Group Small Cap Focused Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Tortoise MLP & Pipeline Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Coho Relative Value Equity Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
2.00%/60 days
|
Reinhart Mid Cap Private Market Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
None
|
Yes
|
None
|
(1)
|
No front-end sales charge is payable by a shareholder at the time of purchase, although the Distributor advances broker-dealers the first year distribution and services fee at a rate of 1.00% on investments in C Class Shares. As a result, the Fund imposes a CDSC of 1.00% on redemptions of investments made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s investment at redemption. The first years’ Rule 12b-1 distribution fee is retained by the Distributor as reimbursement for the amount advanced. After the first year, broker-dealers will receive ongoing 12b-1 fees associated with their clients’ investments.
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise VIP MLP & Pipeline Portfolio
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial Sales
Charge
|
Contingent
Deferred Sales Charge
|
Maximum
Annual Rule
12b-1
Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise VIP MLP & Pipeline Portfolio
|
None
|
None
|
0.25%
|
0.15%
|
None
|
Yes
|
None
|
CODE OF ETHICS
|
1
|
INTRODUCTION
|
1
|
DEFINITIONS
|
1
|
INSIDER TRADING
|
4
|
PROHIBITED PURCHASES, SALES AND PRACTICES
|
6
|
REPORTING
|
8
|
OUTSIDE BUSINESS ACTIVITIES
|
10
|
CONFIDENTIALITY
|
10
|
GIFTS AND ENTERTAINMENT
|
11
|
SANCTIONS
|
12
|
DUTIES OF THE CHIEF COMPLIANCE OFFICER AND APPROPRIATE DESIGNEES
|
12
|
RESTRICTED SECURITIES LIST
|
14
|
OVERVIEW OF REPORTING / PRE-CLEARANCE REQUIREMENTS
|
15
|
·
|
To employ any device, scheme or artifice to defraud any client or prospective client of the Firm;
|
·
|
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)
|
Any Supervised Person of the Firm:
|
a.
|
Who has access to nonpublic information regarding any clients’ purchase or sale of securities; or
|
b.
|
Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic;
|
(ii)
|
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; and
|
(iii)
|
Such other persons as the Chief Compliance Officer, or appropriate designee, 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, or appropriate designee, 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;
|
(iii)
|
Shares issued by money market funds;
|
(iv)
|
Shares issued by other mutual funds that are not advised or sub-advised by the Firm or its affiliates; and
|
(v)
|
Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds, none of which are funds advised or sub-advised by the Firm or its affiliates.
|
(i)
|
Directors, officers and partners of the adviser (or other persons occupying a similar status or performing similar functions);
|
(ii)
|
Employees of the adviser; and
|
(iii)
|
Any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control, including interns, temporary workers, consultants, independent contractors, certain employees of affiliates or particular persons designated by the Chief Compliance Officer, or appropriate designee.
|
1.
|
What is Material Information?
|
2.
|
What is Nonpublic Information?
|
3.
|
Identifying Inside Information
|
·
|
Report the information and proposed trade immediately to the Chief Compliance Officer, or appropriate designee.
|
·
|
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, or appropriate designee.
|
·
|
After the Chief Compliance Officer, or appropriate designee, 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
|
5.
|
Tender Offers
|
·
|
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; or
|
·
|
May purchase any Restricted Securities, found on the Restricted Securities List attached as
Exhibit
A
, for as long as the publicly traded company (or any member of its senior management) is a client of the Firm, unless expressly cleared and approved in writing in advance by the Chief Compliance Officer, or appropriate designee.
|
·
|
The purchase or sale of mutual funds managed by Mariner affiliates made in the account of an Access Person through the Firm’s 401(k) platform; and
|
·
|
Transactions involving affiliated private funds for which the Access Person’s subscription agreement was approved by the Chief Compliance officer, or appropriate designee.
|
·
|
The title and 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, 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 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.
|
·
|
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, such as variable annuity accounts or Section
|
·
|
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 thirty days after the close of the calendar quarter in which the transaction takes place.
|
·
|
A transaction report if the report would duplicate information obtained through a direct feed from any account linked through MyComplianceOffice.
|
·
|
Has received, has read and understands 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, a Supervised 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.
|
SECURITY NAME
|
SYMBOL
|
ASPYRA INC.
|
APYI.PK
|
CORENERGY INFRASTRUCTURE TRUST, INC.
|
CORR
|
HAWTHORN BANCSHARES, INC.
|
HWBK
|
INDEPENDENT BANK CORPORATION
|
IBCP
|
NEXXUS LIGHTING, INC.
|
NEXS
|
PMC COMMERCIAL TRUST
|
PCC
|
SLS INTERNATIONAL, INC.
|
SLSZQ
|
TEAM FINANCIAL
|
TFINQ
|
TORTOISE ENERGY CAPITAL CORP
|
TYY
|
TORTOISE ENERGY INDEPENDENCE
|
NDP
|
TORTOISE ENERGY INFRASTRUCTURE CORP
|
TYG
|
TORTOISE MLP FUND INC.
|
NTG
|
TORTOISE NORTH AMERICAN ENERGY CORP
|
TYN
|
TORTOISE PIPELINE & ENERGY FUND
|
TTP
|
TORTOISE POWER AND ENERGY
|
TPZ
|
SECURITY
|
REPORTABLE*
|
PRE-CLEARANCE
REQUIRED**
|
Direct obligations of the Government of the United States
|
No
|
No
|
Money market instruments
|
No
|
No
|
Bankers’ acceptances
|
No
|
No
|
Bank certificates of deposit
|
No
|
No
|
Commercial paper
|
No
|
No
|
Repurchase agreements
|
No
|
No
|
High-quality short-term debt instruments
|
No
|
No
|
Shares issued by money market funds
|
No
|
No
|
Shares issued by other mutual funds that are not advised or sub-
advised by the Firm or its affiliates
|
No
|
No
|
Shares issued by unit investment trusts that are invested
exclusively in one or more mutual funds, none of which are funds
advised or sub-advised by the Firm or its affiliates
|
No
|
No
|
Restricted Securities
|
Yes
|
Yes
|
Initial Public Offerings
|
Yes
|
Yes
|
Limited Offerings
|
Yes
|
Yes
|
ALL OTHER SECURITIES
|
Yes
|
No
|
*
|
An Access Person needs not submit:
|
·
|
Any reports with respect to Securities held in accounts over which the Access Person had no direct or indirect influence or control, such as variable annuity accounts or Section 529 qualified tuition plans (unless such accounts or plans are managed, distributed, marketed, or underwritten by the Firm or its affiliates)
|
·
|
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 thirty days after the close of the calendar quarter in which the transaction takes place.
|
·
|
Transactions executed by Access Persons through the Firm’s 401(k) platform; and
|
·
|
Transactions involving affiliated private funds for which the Access Person’s subscription agreement was approved by the Chief Compliance officer, or appropriate designee.
|