REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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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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on (date) pursuant to paragraph (a)(2) of Rule 485.
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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PROSPECTUS
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July 22, 2016
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27
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Maximum Sales Charges (Load) Imposed on Purchases
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None
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Maximum Deferred Sales Charge (Load)
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions
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None
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Redemption Fee (transfer agent charge of $15 for each wire redemption)
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None
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Exchange Fee
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None
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Management Fees
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0.80%
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Distribution and Service (12b-1) Fees
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0.00%
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Other Expenses
(1)
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0.54%
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Acquired Fund Fees and Expenses
(1)
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0.03%
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Total Annual Fund Operating Expenses
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1.37%
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One Year
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Three Years
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Five Years
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Ten Years
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$139
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$434
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$750
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$1,646
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Average Annual Total Returns
(for the period ended December 31, 2015)
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Past 1
Year
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Past 5
Years
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Past 10
Years
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CONCORDE WEALTH MANAGEMENT FUND
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|||
Return Before Taxes
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-9.43%
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5.66%
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1.85%
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Return After Taxes on Distributions
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-10.70%
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4.93%
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1.12%
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Return After Taxes on Distributions and Sale of Fund Shares
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-4.24%
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4.46%
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1.61%
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RUSSELL 3000 VALUE INDEX (reflects no deduction for fees, expenses or taxes)
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-4.13%
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10.98%
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6.11%
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Portfolio Managers
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Position with the Advisor
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Length of Service to the FUND
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Gary B. Wood, Ph.D.
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President
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Since 2016
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John A. Stetter
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Secretary
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Since 2016
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Gregory B. Wood
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Treasurer
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Since 2016
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1.
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Read this Prospectus carefully.
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2.
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Determine how much you want to invest keeping in mind the following minimums:
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a. | New accounts |
·
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All accounts $500
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b. | Existing accounts |
·
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Purchases by mail and Automatic Investment Plan $100
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·
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Purchases by wire and electronic funds transfer $500
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3.
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Complete the New Account Application accompanying this Prospectus, carefully following the instructions. For additional investments, complete the remittance form attached to your individual account statements. (The FUND has additional New Account Applications and remittance forms if you need them.) If you have any questions, please call (972) 701-5400 or 1-800-294-1699.
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4.
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Make your check payable to “Concorde Funds, Inc.” All checks must be in U.S. dollars drawn on a domestic financial institution. The FUND does not accept payment in cash or money orders. Also, to prevent check fraud, the FUND does not accept third party checks, U.S. Treasury checks, credit card checks, traveler’s checks, or starter checks for the purchase of shares. The FUND is unable to accept any conditional order or payment.
U.S. Bancorp Fund Services, LLC (the “Transfer Agent”) will charge a $25 fee against a shareholder’s account, in addition to any loss sustained by the FUND, for any payment that is returned. It is the policy of the FUND not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. The FUND reserves the right to reject any application.
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5.
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Send the application and check to:
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·
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Become shareholders of record of the FUND. This means all requests to purchase additional shares and all redemption requests must be sent through the Servicing Agent. This also means that purchases made through Servicing Agents are not subject to the FUND’s minimum purchase requirements.
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·
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Use procedures and impose restrictions that may be in addition to, or different from, those applicable to investors purchasing shares directly from the FUND. These procedures, restrictions and any charges imposed by the Servicing Agents will not apply when investors purchase shares directly from the FUND.
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·
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Charge fees to their customers for the services they provide them. In addition, the FUND and/or the Advisor may pay fees to Servicing Agents to compensate them for the services they provide their customers.
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·
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Be allowed to purchase shares by telephone with payment to follow the next day. If the telephone purchase is made prior to the close of regular trading on the NYSE, it will receive same day pricing.
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·
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Be authorized to accept purchase orders on behalf of the FUND (and designate other Servicing Agents to accept purchase orders on behalf of the FUND). This means that the FUND will process the purchase order at the NAV which is determined following the Servicing Agent’s acceptance of the customer’s order.
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·
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Traditional IRA
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·
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Roth IRA
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·
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SEP-IRA
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1.
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Prepare a letter of instruction containing:
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·
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the name of the FUND;
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·
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account number(s);
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·
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the amount of money or number of shares being redeemed;
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·
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the name(s) on the account;
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daytime phone number; and
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·
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additional information that the FUND may require for redemptions by corporations, executors, administrators, trustees, guardians, or others who hold shares in a fiduciary or representative capacity. Please contact the Transfer Agent, in advance, at 1-800-294-1699 if you have any questions.
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2.
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Sign the letter of instruction exactly as the shares are registered. Joint ownership accounts must be signed by all owners.
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3.
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Have the signatures guaranteed by a commercial bank or trust company in the United States, a member firm of the NYSE or other eligible guarantor institution, whether a Medallion program member or a non-Medallion program member, in the following situations:
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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 was received by the Transfer Agent within the last 15 calendar days; or
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·
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if ownership is being changed on your account.
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4.
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Send the letter of instruction to:
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1. | Instruct the Transfer Agent that you want the option of redeeming shares by telephone. This can be done by completing the appropriate section on the New Account Application. If you have already opened an account, you may write to the Transfer Agent requesting this option. When you do so, please sign the request exactly as your account is registered. In order to determine if you will need a signature guarantee or other acceptable signature verification, please contact the Transfer Agent at 1‑800‑294-1699. |
2. | Assemble the same information that you would include in the letter of instruction for a written redemption request. |
3. | Call the Transfer Agent at 1-800-294-1699. Please do not call the FUND or the Advisor. |
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The Transfer Agent receives your written request in good order with all required information and documents as necessary. Shareholders should contact the Transfer Agent for further information concerning documentation required for redemption of FUND shares for certain account types.
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The Transfer Agent receives your authorized telephone request in good order with all required information.
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If the FUND has entered into an agreement with a Servicing Agent pursuant to which the Servicing Agent (or its designee) has been authorized to receive redemption requests on behalf of the FUND, then all redemption requests received in good order by the Servicing Agent (or its designee) before 4:00 p.m. Eastern Time will receive that day’s NAV, and all redemption requests received in good order by the Servicing Agent (or its designee) after 4:00 p.m. Eastern Time will receive the next day’s NAV.
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·
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The Transfer Agent normally sends redemption proceeds as soon as practicable (normally within seven business days) after the FUND or its agents receives the request in good order. Checks will not be forwarded by the U.S. Postal Service, so please notify us if your address has changed prior to a redemption request. Proceeds will be sent to you in this way, unless you request one of the alternatives described below.
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·
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For those shareholders who redeem by telephone
, or if you requ
est in the letter of instruction, the Transfer Agent will transfer the redemption proceeds to your designated bank account by either Electronic Funds Transfer (“EFT”), if your bank is a member of the ACH system, or wire to a properly pre-authorized bank account. Proceeds sent via an EFT generally take two to three business days to reach the shareholder’s account whereas the Transfer Agent generally wires redemption proceeds on the business day following the calculation of the redemption price. Wires are subject to a $15 fee paid by the investor.
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Those shareholders who redeem shares through Servicing Agents will receive their redemption proceeds in accordance with the procedures established by the Servicing Agent.
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The redemption may result in a taxable gain.
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Shareholders who redeem shares held in an IRA must indicate on their written redemption request whether or not to withhold federal income taxes. If not so indicated, these redemptions, as well as redemptions of other retirement plans not involving a direct rollover to an eligible plan, will be subject to federal income tax withholding. Shares held in IRA accounts may be redeemed by telephone at 1-800-294-1699. IRA investors will be asked whether or not to withhold taxes from any distribution.
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·
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As permitted by the Investment Company Act of 1940, as amended, the FUND may delay the payment of redemption proceeds for up to seven days. The FUND may delay redemption requests for up to seven days during periods of market volatility or when a shareholder’s trade activity or amount adversely impacts the FUND’s ability to manage its assets. In addition, the FUND can suspend redemptions and/or postpone payments of redemption proceeds beyond seven days at times when the NYSE is closed or during emergency circumstances as determined by the SEC.
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If you purchased shares by check, or by EFT, the FUND may delay the payment of redemption proceeds until it is reasonably satisfied the check and/or transfer of funds has cleared (which may take up to 15 calendar days from the date of purchase).
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Unless previously authorized on the account, the Transfer Agent will transfer the redemption proceeds by EFT or by wire only if the shareholder has sent in a written request with a signature guarantee.
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Redemption proceeds will be sent to the Transfer Agent address of record. The Transfer Agent will send the proceeds of a redemption to an address, person or account other than that shown on its records only if the shareholder has sent in a written request with a signature guarantee.
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The FUND reserves the right to refuse a telephone redemption request if it believes it is advisable to do so. Both the FUND and the Transfer Agent may modify or terminate their procedures for telephone redemptions at any time. Neither the FUND nor the Transfer Agent will be liable for following instructions for telephone redemption transactions that they reasonably believe to be genuine, provided they use reasonable procedures to confirm the genuineness of the telephone instructions. They may be liable for unauthorized transactions if they fail to follow such procedures. These procedures include requiring some form of personal identification prior to acting upon the telephone instructions and recording all telephone calls. During periods of substantial economic or market change, you may find telephone redemptions difficult to implement and may encounter higher than usual call waits. Telephone trades must be received by or prior to market close. Please allow sufficient time to place your telephone transaction. If a S
ervicing Agent or shareholder cannot contact the Transfer Agent by telephone, they should make a redemption request in writing in the manner described earlier.
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·
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The Transfer Agent currently charges a fee of $15 when transferring redemption proceeds to your designated bank account by wire but does not charge a fee when transferring redemption proceeds by EFT.
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·
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If
your account balance falls below $250 because you redeem shares, the FUND reserves the right to notify you to make additional investments within 60 days so that your account balance is $250 or more.
If you do not, the FUND may close your account and mail the redemption proceeds to you.
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·
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If an account has more than one owner or authorized person, the FUND will accept telephone instructions from any one owner or authorized person.
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·
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The FUND may involuntarily redeem a shareholder’s shares upon certain conditions as may be determined by the Directors, including, for example and not limited to, (1) if the shareholder fails to provide the FUND with identification required by law; (2) if the FUND is unable to verify the information received from the shareholder; and (3) to reimburse the FUND for any loss sustained by reason of the failure of the shareholder to make full payment for shares purchased by the shareholder. Additionally, as discussed below, shares may be redeemed in connection with the closing of small accounts.
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·
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Automatic Reinvestment Option — Both dividend and capital gains distributions will be reinvested in additional FUND shares.
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·
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All Cash Option — Dividend and capital gains distributions will be paid in cash.
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·
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Capital gains distributions will be reinvested in additional FUND shares and dividends will be paid in cash.
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(1) | Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period. |
(2) | Other than the ratios of expenses and net investment income (loss) to average net assets, financial highlights have not been annualized. |
·
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Information we receive from you or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income and date of birth; and
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·
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Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information.
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1
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1
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2
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14
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15
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16
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19
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19
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19
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19
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21
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22
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22
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24
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24
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25
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27
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27
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28
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32
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32
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32
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34
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1. | The FUND may not borrow money, except for temporary or emergency purposes (including the meeting of redemption requests) and except for entering into reverse repurchase agreements, and provided that borrowings do not exceed 33 1/3 % of the FUND’s total assets (computed immediately after the borrowing ). |
2.
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The FUND may not purchase a security if, as a result, more than 25% of the FUND’s total assets would be invested in securities of issuers conducting their principal business activities in the same industry. For purposes of this limitation, there is no limit on: (1) investments in U.S. government securities, in repurchase agreements covering U.S. government securities, in tax-exempt securities issued by the states, territories or possessions of the United States (“municipal securities”) or in foreign government securities; or (2) investments in issuers domiciled in a single jurisdiction. Notwithstanding the foregoing, the FUND may not invest more than 25% of its total assets in securities issued by a single foreign government.
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3. | The FUND may not underwrite securities issued by others, except to the extent that the FUND may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies . |
4. | The FUND may not make loans to other parties. For purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt security are not deemed to be the making of a loan . |
5. | The FUND may not purchase or sell real estate, except that, to the extent permitted by law, the FUND may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. |
6. | The FUND may not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the FUND from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities . |
7. | The FUND may not issue senior securities except pursuant to Section 18 of the 1940 Act, the rules and regulations thereunder, and any applicable exemptive or interpretive relief. |
Portfolio Turnover
During fiscal years ended September 30,
|
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2015
|
2014
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57%
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32%
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Name, Address and Year
of Birth
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Position(s)
Held with
the Fund
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Term of Office
and Length of
Time Served
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Principal Occupation(s)
During Past 5 Years
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# of Funds
in Fund
Complex
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Other
Directorships
Held by
Director
During Past 5
Years
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“Disinterested Persons”
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|||||
William Marcy, Ph.D., P.E.
Born: 1942
Address:
1000 Three Lincoln Centre
5430 LBJ Freeway LB3
Dallas, Texas 75240-2650
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Director
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Indefinite, until successor elected
Since 2006
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Executive Director of the Murdough Center for Engineering Professionalism and the National Institute for Engineering Ethics, Texas Tech University. He is a former Provost and Senior Vice President for Academic Affairs, Texas Tech University.
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1
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None
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John H. Wilson
Born: 1942
Address:
1000 Three Lincoln Centre
5430 LBJ Freeway LB3
Dallas, Texas 75240-2650
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Chairman and
Director
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Indefinite, until successor elected
Since 1992
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President of U.S. Equity Corporation, a venture capital firm, since 1983.
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1
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Capital Southwest Corporation, Encore Wire Corporation
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“Interested Persons”
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|||||
Gary B. Wood, Ph.D.*, **
Born: 1949
Address:
1000 Three Lincoln Centre
5430 LBJ Freeway LB3
Dallas, Texas 75240-2650
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President and
Director
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Indefinite, until successor elected (as Director) One‑year term (as officer) Since 1987
Treasurer (1987 – 2014).
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President, Secretary, Treasurer and a director of the Advisor and Concorde Capital Corporation, an exempt reporting advisor to funds affiliated with the Advisor. He is also Chairman of the Board and Interim CEO of International Hospital Corporation Holding, NV and its subsidiaries, which owns, develops and manages private healthcare facilities in Mexico, Central America and Brazil.
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1
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None.
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John A. Stetter
Born: 1955
Address:
1000 Three Lincoln Centre
5430 LBJ Freeway LB3
Dallas, Texas 75240-2650
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Secretary
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One-year term Since 1998
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Vice President and Portfolio Manager for the Advisor.
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N/A
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N/A
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Gregory B. Wood**
Born: 1979
Address:
1000 Three Lincoln Centre
5430 LBJ Freeway LB3
Dallas, Texas 75240-2650
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Treasurer and Chief Compliance Officer
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One-year term (as Treasurer) Since 2014; (as Chief Compliance Officer) Since 2015.
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Vice President of Concorde Investment Management and Concorde Capital since 2014. Commercial banking underwriter at JPMorgan Chase & Co., Inc. (2010 – 2014).
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N/A
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N/A
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* | Dr. Wood is a director who is an “interested person” of the FUND as that term is defined in the 1940 Act, due to the position he holds with the Advisor. |
** | Dr. Wood and Gregory Wood are father and son, respectively. |
Name of Person
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Aggregate
Compensation
from the
FUND
|
Aggregate
Compensation
from the
Predecessor
Fund
|
Pension or
Retirement
Benefits Accrued
as Part of FUND
Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total
Compensation
from
the Fund
Complex Paid to
Director*
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“Disinterested Persons”
|
|
|
|
|
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William Marcy, Ph.D., P.E.
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$0
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$1,000
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$0
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$0
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$1,000
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John H. Wilson
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$0
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$1,000
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$0
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$0
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$1,000
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“Interested Person
”
|
|||||
Gary B. Wood, Ph.D.
|
$0
|
$0
|
$0
|
$0
|
$0
|
Name and Address of Shareholder
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Percent of Fund
|
National Financial Services LLC
*
499 Washington Boulevard, Floor 5
Jersey City, NJ 07310-2010
|
97.87%
|
* | As of June 30, 2016, National Financial Services LLC owned of record, but not beneficially, 665,780 shares of the Predecessor Fund or 97.87% of the then outstanding shares. |
Name of Director
|
Dollar Range of
Shares in the Predecessor
Fund
|
Aggregate Dollar Range of Shares in All
Registered Investment Companies
Overseen by Director in Family of
Investment Companies
|
“Disinterested Persons”
|
|
|
William Marcy, Ph.D., P.E.
|
$0
|
$0
|
John H. Wilson
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$0
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$0
|
“Interested Person”
|
||
Gary B. Wood, Ph.D.
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Over $100,000
|
Over $100,000
|
Year
|
Total Fees
Accrued by Advisor
|
Fees Waived/
Expenses Reimbursed
by Advisor
|
Net Fees Paid to Advisor
|
2015
|
$98,225
|
$0
|
$98,225
|
2014
|
$106,525
|
$0
|
$106,525
|
2013
|
$97,986
|
$0
|
$97,986
|
Number of Other Accounts Managed
and Total Assets by Account Type
|
Number of Accounts and Total
Assets for which Advisory Fee
is Performance-Based
|
|||
Type of Accounts
|
Number of
Accounts
|
Total
Assets
|
Number of
Accounts
|
Total
Assets
|
Registered Investment Companies
|
1
|
$9 million
|
0
|
$0
|
Other Pooled Investment Vehicles
|
0
|
$0
|
0
|
$0
|
Other Accounts
|
95
|
$127 million
|
0
|
$0
|
2015
|
2014
|
2013
|
$20,146
|
$10,749
|
$13,815
|
Fiscal Year Ended September 30, 2015
|
|
Dollar Value of
Securities Traded
|
Related Soft Dollar Brokerage
Commissions
|
$12,259,860
|
$10,322
|
Paid During Fiscal Years
Ended September 30
|
||
2015
|
2014
|
2013
|
$35,160
|
$35,082
|
$35,875
|
— | 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 postbankruptcy 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 obligations of these entities.’ |
— | 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. |
1. | An application was not received or accepted. |
2. | The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy. |
3. | There is a lack of essential data pertaining to the issue or issuer. |
4. | The issue was privately placed, in which case the rating is not published in Moody’s publications. |
|
· | National scale ratings are only available in selected countries. |
· | National scale ratings are only directly comparable with other national ratings in the same country. There is a certain correlation between national and global ratings but there is not a precise translation between the scales. The implied probability of default of a given national scale rating will vary over time. |
· | The value of default studies for national ratings can be limited. Due to the relative nature of national scales, a given national scale rating is not intended to represent a fixed amount of default risk over time. As a result, a default study using only national ratings may not give an accurate picture of the historical relationship between ratings and default risk. Users should exercise caution if they wish to infer future default probabilities for national scale ratings using the historical default experience with international ratings and mapping tables to link the national and international ratings. As with ratings on any scale, the future will not necessarily follow the past. |
· | Fitch attaches less confidence to conclusions about national scale default probabilities than for International Credit ratings. There has not been a comprehensive global study of default history among entities with national scales to show that their ex-post default experience has been consistent with ex-ante probabilities implied. This is due to the relatively short history of ratings in emerging markets and the restrictive relative nature of the national scales. |
— | 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 and the promise we impute. |
— | 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. |
a. | the selective payment default on a specific class or currency of debt; |
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations either in series or in parallel; or |
d. | execution of a distressed debt exchange on one or more material financial obligations. |
— | 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. |
US MUNICIPAL SHORT-TERM VS. LONG-TERM RATINGS
|
|
*
For SBPA-backed VRDBS. The rating transitions are higher to allow for distance to downgrade to below-investment grade due to the presence of automatic termination events in the SBPAs
|
(a)
|
Registrant’s Articles of Incorporation, as amended.
(2)
|
|
(b)
|
Registrant’s By-Laws.
(1)
|
|
(c)
|
Instruments Defining Rights of Shareholders were previously filed with the Registration Statement on Form N-1A on September 18, 1995, and are incorporated herein by reference.
|
|
(d)
|
Investment Advisory Agreement for the Concorde Wealth Management Fund – filed herewith.
|
|
(e)
|
None
|
|
(f)
|
None
|
|
(g)
|
Custody Agreement with U.S. Bank National Association – filed herewith.
|
|
(h)
|
(1)
|
Transfer Agent Servicing Agreement with U.S. Bancorp Fund Services, LLC – filed herewith.
|
(2)
|
Fund Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC – filed herewith.
|
|
(3)
|
Fund Accounting Servicing Agreement with U.S. Bancorp Fund Services, LLC – filed herewith.
|
|
(i)
|
Opinion of Foley & Lardner, LLP, counsel for Registrant, regarding the Concorde Wealth Management Fund – filed herewith.
|
|
(j)
|
Consent of Independent Registered Public Accounting Firm – filed herewith.
|
|
(k)
|
None
|
|
(l)
|
Subscription Agreement.
(2)
|
|
(m)
|
Service and Distribution Plan under Rule 12b-1 – filed herewith.
|
|
(n)
|
None
|
|
(o)
|
Reserved.
|
|
(p)
|
Code of Ethics.
(3)
|
(1) | Previously filed as an exhibit to Post-Effective Amendment No. 10 to the Registration Statement and incorporated by reference thereto. Post-Effective Amendment No. 10 to the Registration Statement was filed on September 18, 1995. |
(2) | Previously filed as an exhibit to Post-Effective Amendment No. 14 to the Registration Statement and incorporated by reference thereto. Post-Effective Amendment No. 14 to the Registration Statement was filed on January 30, 1998. |
(3) | Previously filed as an exhibit to Post-Effective Amendment No. 25 to the Registration Statement and incorporated by reference thereto. Post-Effective Amendment No. 25 was filed on January 26, 2009. |
CONCORDE FUNDS, INC.
|
|
(Registrant)
|
|
By:
/s/ Gary B. Wood
|
|
Gary B. Wood, Ph.D.
|
|
President
|
Signature
|
Title
|
Date
|
/s/ Gary B. Wood
|
Principal Executive Officer;
|
July 22, 2016
|
Gary B. Wood, Ph.D.
|
Director
|
|
/s/ Gregory B. Wood
|
Principal Financial and Accounting
|
July 22, 2016
|
Gregory B. Wood
|
Officer
|
|
/s/ John H. Wilson
|
Director
|
July 22, 2016
|
John H. Wilson
|
||
/s/ William Marcy
|
Director
|
July 22, 2016
|
William Marcy, Ph.D., P.E.
|
||
Exhibit No.
|
Description of Exhibit
|
(d)
|
Investment Advisory Agreement for the Concorde Wealth Management Fund
|
(g)
|
Custody Agreement with U.S. Bank National Association
|
(h)(1)
|
Transfer Agent Servicing Agreement with U.S. Bancorp Fund Services, LLC
|
(h)(2)
|
Fund Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC
|
(h)(3)
|
Fund Accounting Servicing Agreement with U.S. Bancorp Fund Services, LLC
|
(i)
|
Opinion of Foley & Lardner, LLP
|
(j)
|
Consent of Independent Registered Public Accounting Firm
|
(m)
|
Service and Distribution Plan under Rule 12b-1
|
CONCORDE FINANCIAL CORPORATION
|
||
(the “Adviser”)
|
||
By:
/s/ Gary B. Wood
|
||
Gary B. Wood, Ph.D.
|
||
President, Secretary and Treasurer
|
||
CONCORDE FUNDS, INC.
|
||
(the “Company”)
|
||
By:
/s/ Gregory B. Wood
|
||
Gregory B. Wood
|
||
Treasurer and Chief Compliance Officer
|
(a) | A copy of the Company’s Articles of Incorporation, certified by the Secretary; |
(b) | A copy of the Company’s by-laws, certified by the Secretary; |
(c) | A copy of the resolution of the Board of Directors of the Company appointing the Custodian, certified by the Secretary; |
(d) | A copy of the current prospectuses of the Fund (the “Prospectus”); |
(e) | A certification of the Chairman or the President and the Secretary of the Company setting forth the names and signatures of the current Officers of the Company and other Authorized Persons; and |
(f) | An executed authorization required by the Shareholder Communications Act of 1985, attached hereto as Exhibit D . |
(a) | In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. |
(b) | If, after the initial appointment of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and make the necessary determinations as to any such new Sub-Custodian’s eligibility under Rule 17f-5 under the 1940 Act. |
(c) | In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). |
(d) | The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. |
(e) | At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the withdrawal or placement of the Securities and cash of the Fund with a Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. |
(f) | With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian’s consent to service of process in the United States. |
(g) | The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. |
(h) | The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures. |
(a) | The Custodian, on an on-going basis, shall deposit in a Securities Depository or Book-Entry System all Securities eligible for deposit therein and shall make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities. |
(b) | Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account (“Depository Account”) of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers. |
(c) | The records of the Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, identify such Securities as belonging to the Fund. |
(d) | If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. |
(e) | The Custodian shall provide the Company with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository. |
(f) | Notwithstanding anything to the contrary in this Agreement, the Custodian shall be liable to the Company for any loss or damage to the Fund resulting from (i) the use of a Book-Entry System or Securities Depository by reason of any negligence or willful misconduct on the part of the Custodian or any Sub-Custodian, or (ii) failure of the Custodian or any Sub-Custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository. At its election, the Company shall be subrogated to the rights of the Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person from any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage. |
(g) | With respect to its responsibilities under this Section 3.05 and pursuant to Rule 17f‑4 under the 1940 Act, the Custodian hereby warrants to the Company that it agrees to (i) exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such assets, (ii) provide, promptly upon request by the Company, such reports as are available concerning the Custodian’s internal accounting controls and financial strength, and (iii) require any Sub-Custodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders. |
(a) | For the purchase of Securities for the Fund but only in accordance with Section 4.01 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any Sub-Custodian) of such Securities registered as provided in Section 3.09 below or in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.05 above; (ii) in the case of options on Securities, against delivery to the Custodian (or any Sub-Custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to the Custodian (or any Sub-Custodian) of evidence of title thereto in favor of the Fund or any nominee referred to in Section 3.09 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into between the Company and a bank which is a member of the Federal Reserve System or between the Company and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian’s account at a Book-Entry System or Securities Depository with such Securities; |
(b) | In connection with the conversion, exchange or surrender, as set forth in Section 3.07(f) below, of Securities owned by the Fund; |
(c) | For the payment of any dividends or capital gain distributions declared by the Fund; |
(d) | In payment of the redemption price of Shares as provided in Section 5.01 below; |
(e) | For the payment of any expense or liability incurred by the Fund, including, but not limited to, the following payments for the account of the Fund: interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, director and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses; |
(f) | For transfer in accordance with the provisions of any agreement among the Company, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; |
(g) | For transfer in accordance with the provisions of any agreement among the Company, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; |
(h) | For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and |
(i) | For any other proper purpose, but only upon receipt of Written Instructions, specifying the amount and purpose of such payment, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made. |
(a) | Upon the sale of Securities for the account of the Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit; |
(b) | In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.05 above; |
(c) | To an offeror’s depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
(d) | To the issuer thereof or its agent (i) for transfer into the name of the Fund, the Custodian or any Sub-Custodian, or any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian; |
(e) | To the broker selling the Securities, for examination in accordance with the “street delivery” custom; |
(f) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian; |
(g) | Upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by the Fund; |
(h) | In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian; |
(i) | For delivery in connection with any loans of Securities of the Fund, but only against receipt of such collateral as the Company shall have specified to the Custodian in Written Instructions; |
(j) | For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Company, but only against receipt by the Custodian of the amounts borrowed; |
(k) | Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Company; |
(l) | For delivery in accordance with the provisions of any agreement among the Company, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; |
(m) | For delivery in accordance with the provisions of any agreement among the Company, the Custodian and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; |
(n) | For any other proper corporate purpose, but only upon receipt of Written Instructions, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such Securities shall be made; or |
(o) | To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct. |
(a) | Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business; |
(b) | Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable; |
(c) | Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; |
(d) | Surrender interim receipts or Securities in temporary form for Securities in definitive form; |
(e) | Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Company at such time, in such manner and containing such information as is prescribed by the IRS; |
(f) | Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and |
(g) | In general, and except as otherwise directed in Written Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund. |
(a) | The Custodian shall maintain complete and accurate records with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest receivable; (iii) canceled checks and bank records related thereto; and (iv) all records relating to its activities and obligations under this Agreement. The Custodian shall keep such other books and records of the Fund as the Company shall reasonably request, or as may be required by the 1940 Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder. |
(b) | All such books and records maintained by the Custodian shall (i) be maintained in a form acceptable to the Company and in compliance with the rules and regulations of the SEC, (ii) be the property of the Company and at all times during the regular business hours of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Company and employees or agents of the SEC, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rules 31a‑1 and 31a-2 under the 1940 Act. |
(a) | in accordance with the provisions of any agreement among the Company, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund; |
(b) | for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund; |
(c) | which constitute collateral for loans of Securities made by the Fund; |
(d) | for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and |
(e) | for other proper corporate purposes, but only upon receipt of Written Instructions, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes. |
(a) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(b) | This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(c) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
(a) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(b) | It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. |
(c) | This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(d) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
(a) | Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement. |
(b) | The indemnity provisions of this Article shall indefinitely survive the termination and/or assignment of this Agreement. |
(c) | In order that the indemnification provisions contained in this Article X shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article X. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. |
CONCORDE FUNDS, INC.
|
U.S. BANK NATIONAL ASSOCIATION
|
By:
/s/ Gregory B. Wood
|
By:
/s/ Michael R. McVoy
|
Name:
Gregory B. Wood
|
Name: Michael R. McVoy
|
Title:
Treasurer
|
Title: Senior Vice President
|
Authorized Persons
|
Specimen Signatures
|
|
President:
|
||
Secretary:
|
||
Treasurer:
|
||
Vice President:
|
||
Other:
|
||
Name of Series
|
Concorde Wealth Management Fund
|
DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE at 7/1/2016
|
Annual fee based upon market value per fund*:
[ ] basis point on the balance
Portfolio Transaction Fees
$[ ] per disbursement (waived if U.S. Bancorp is Administrator)
$[ ] per US Bank repurchase agreement transaction
$[ ] per book entry security (depository or Federal Reserve system) and non-US Bank repurchase agrmt
$[ ] per portfolio transaction processed through our New York custodian definitive security (physical)
$[ ] per principal paydown
$[ ] per option/future contract written, exercised or expired
$[ ] per Cedel/Euroclear transaction
$[ ] per mutual fund trade
$[ ] per Fed Wire
$[ ] per margin variation Fed wire
$[ ] per short sale
$[ ] 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 [ ].
Plus miscellaneous expenses, and extraordinary expenses based upon complexity, including items such as shipping fees or transfer fees.
Fees are billed monthly.
|
1. | Appointment of USBFS as Transfer Agent |
2. | Services and Duties of USBFS |
A. | Receive and process all orders for the purchase, exchange, transfer, and/or redemption of shares in accordance with Rule 22c-1 under the 1940 Act, other applicable regulations, and as specified in the Fund’s prospectus (the “Prospectus) |
B. | Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the instruction provided or the Company’s custodian, and record the appropriate number of shares being held in the appropriate shareholder account. |
C. | Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Company’s custodian. |
D. | Pay proceeds upon receipt from the Company’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. |
E. | Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. |
F. | Prepare and transmit payments, or apply reinvestments for dividends declared by the Company with respect to the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. |
G. | Serve as the Fund’s agent in connection with systematic plans including but not limited to systematic investment plans, systematic withdrawal plans, and systematic exchange plans). |
H. | Make changes to shareholder records, including, but not limited to, address and plan changes (e.g., systematic investment and withdrawal, dividend reinvestment). |
I. | Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Fund prospectus. |
J. | Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of the Fund which are authorized, issued and outstanding. |
K. | Prepare ad-hoc reports as necessary at prevailing rates. . |
L. | Mail shareholder reports and Prospectuses to current shareholders. |
M. | Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. |
N. | Provide shareholder account information upon request and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Company. |
O. | Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Company, all as required by applicable federal tax laws and regulations. |
P. | Answer correspondence from shareholders, securities brokers and others relating to USBFS’s duties hereunder within required time period established by applicable regulation. |
Q. | Reimburse the Fund for all material losses resulting from “as of” processing errors for which USBFS is responsible in accordance with the “as of” processing guidelines set forth on Exhibit B hereto. |
R. | Calculate average assets held in shareholder accounts for purposes of paying 12b-1 and/or shareholder servicing fees as directed by the Fund |
S. | Provide service and support to financial intermediaries including but not limited to trade placements, settlements, and corrections. |
3. | Lost Shareholder Due Diligence Searches and Servicing |
4. | Anti-Money Laundering and Red Flag Identity Theft Programs |
(a) | Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence money laundering or identity theft activities in connection with the Company or any shareholder of the Fund; |
(b) | Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Company agrees not to communicate this information to the customer; |
(c) | Any reports received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS’s anti-money laundering monitoring or the Red Flag Identity Theft Prevention Program on behalf of the Company; |
(d) | Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c); and |
(e) | Certified annual and quarterly reports of its monitoring and customer identification activities on behalf of the Company. |
5. | Compensation |
6. | Representations and Warranties |
A. | The Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(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 Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and |
(4) | A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Company to make a continuous public offering of its shares. |
B. | USBFS hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(2) | This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and |
(4) | It is a registered transfer agent under the Exchange Act. |
7. | Standard of Care; Indemnification; Limitation of Liability |
A. | USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Company, as approved by the Board of Directors of the Company (the “Board of Directors”), except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees. |
B. | In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. |
C. | The indemnity and defense provisions set forth in this Section 6 shall indefinitely survive the termination and/or assignment of this Agreement. |
D. | If USBFS is acting in another capacity for the Company pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity. |
8. | Data Necessary to Perform Services |
9. | Proprietary and Confidential Information |
10. | Records |
11. | Compliance with Laws |
12. | Term of Agreement; Amendment |
13. | Early Termination |
a. | all monthly fees through the life of the contract, including the repayment of any negotiated discounts; |
b. | all fees associated with converting services to successor service provider; |
c. | all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; |
d. | all miscellaneous costs associated with a-c above. |
14. | Duties in the Event of Termination |
CONCORDE FUNDS, INC.
|
U.S. BANCORP FUND SERVICES, LLC
|
|
By:
/s/ Gregory B. Wood
|
By:
/s/ Ian Martin
|
|
Name:
Gregory B. Wood
|
Name: Ian Martin
|
|
Title:
Treasurer
|
Title: Executive Vice President
|
ANNUAL FEE SCHEDULE
Effective 7/1/16
|
|
Service Charges to the Fund*
Shareholder Account Fee (Subject to Minimum)
¨
No-Load - $[ ] /account
Annual Minimum
¨
$[ ] per no-load fund
Activity Charges
¨
Telephone Calls - $[ ] /minute
¨
Daily Valuation Trades - $
[ ]
/trade
¨
Lost Shareholder Search - $[ ] /search
¨
AML Base Fee $[ ] / year
New Account Service - $[ ] /new
domestic accounts, $[ ] / new foreign
and $[ ] per shareholder verification
¨
ACH/EFT Shareholder Services:
$[ ] /month/fund group
$ [ ] /ACH item, setup, change
$[ ] /correction, reversal
¨
Omnibus Account Transactions
$
[ ]
each – first
[ ]
transactions
$
[ ]
each – next
[ ]
transactions
$
[ ]
each – next
[ ]
transactions
$
[ ]
each – next
[ ]
transactions
$
[ ]
each – balance of transactions
Miscellaneous Costs
- Including but not limited to:
¨
Telephone toll-free lines, call transfers, etc
¨
Mailing, sorting and postage
¨
Stationery, envelopes
¨
Programming, special reports
¨
Insurance, record retention,
Microfilm/microfiche
¨
Proxies, proxy services
¨
ACH fees, NSCC charges
¨
Disaster recovery – per open account
¨
All other miscellaneous expenses
Fees are billed monthly.
|
Service Charges to Investors
Qualified Plan Fees (Billed to Investors)
¨
$[ ] /qualified plan acct (Cap at $[ ] /SSN)
¨
$[ ] /Coverdell ESA acct (Cap at $[ ] /SSN)
¨
$[ ] /transfer to successor trustee
¨
$[ ] /participant distribution (Excluding SWPs)
$[ ] /refund of excess contribution
Additional Shareholder Fees (Billed to Investors)
¨
$[ ] /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)
Technology Charges
1. Fund Group Setup (first cusip) - $[ ] /fund group
2.
Fund Setup - $[ ] /cusip (beyond first cusip)
3. NSCC Service Interface – All NSCC Services
¨
Setup - $[ ] /fund group
4. Telecommunications and Voice Services
¨
Service Setup - $[ ] ATT transfer connect
¨
VRU Setup - $[ ] /fund group
5. Average Cost - $[ ] /account/year
6.
Development/Programming - $[ ] /hour
7.
File Transmissions – subject to requirements
8.
Selects - $[ ] per select
9.
Extraordinary services – charged as incurred
¨
Conversion of Records (if necessary)
– Estimate to be provided.
¨
Custom processing, re-processing
All other extraordinary services
|
A. | General Fund Management: |
(1) | Act as liaison among Fund service providers. |
(2) | Supply: |
a. | Office facilities (which may be in USBFS's, or an affiliate's, or Fund's own offices). |
b. | Non-investment-related statistical and research data as requested. |
(3) | Coordinate the Fund's board of directors' (the "Board of Directors" or the "Directors") communications, such as: |
a. | Prepare meeting agendas and resolutions, with the assistance of Fund counsel. |
b. | Prepare reports for the Board of Directors based on financial and administrative data. |
c. | Assist with the selection of the independent auditor. |
d. | Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the "SEC") filings relating thereto. |
e. | Prepare minutes of meetings of the Board of Directors and Fund shareholders. |
f. | Recommend dividend declarations to the Board of Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders. |
g. | Attend Board of Directors meetings and present materials for Directors' review at such meetings. |
(4) | Audits: |
a. | Prepare appropriate schedules and assist independent auditors. |
b. | Provide requested information to the independent auditors and facilitate the audit process. |
c. | For all audits, provide office facilities, as needed. |
(5) | Assist with overall operations of the Fund. |
(6) | Pay Fund expenses upon written authorization from the Company . |
(7) | Keep the Fund 's governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Fund or its representatives for safe keeping. |
B. | Compliance: |
(1) | Regulatory Compliance: |
a. | Monitor compliance with the 1940 Act requirements, including: |
(i) | Asset and diversification tests. |
(ii) | Total return and SEC yield calculations. |
(iii) | Maintenance of books and records under Rule 31a-3. |
(iv) | Code of ethics requirements under Rule 17j-1 for the disinterested Directors. |
b. | Monitor Fund's compliance with the policies and investment limitations as set forth in its prospectus (the "Prospectus") and statement of additional information (the "SAI"). |
c. | Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Company in connection with (i) any certification required of the Company pursuant to the Sarbanes-Oxley Act of 2002 (the "SOX Act") or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of USBFS's compliance program as it relates to the Company, provided the same shall not be deemed to change USBFS's standard of care as set forth herein. |
d. | Monitor applicable regulatory and operational service issues, and update Board of Directors periodically. |
(2) | Blue Sky Compliance: |
a. | Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states and applicable U.S. territories. |
b. | Monitor status and maintain registrations in each state and applicable U.S. territories. |
c. | Provide updates regarding material developments in state securities regulation. |
(3) | SEC Registration and Reporting: |
a. | Assist Fund counsel in annual update of the Registration Statement. |
b. | Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, Form N-Q filings and Rule 24f-2 notices. As requested by the Company , prepare and file Form N-PX filings. |
c. | Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto. |
d. | File fidelity bond under Rule 17g-1. |
e. | Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities. |
f. | Assist Fund counsel in preparation of proxy statements and information statements as requested by the Company. |
(4) | IRS Compliance: |
a. | Monitor the Company's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation, review of the following: |
(i) | Diversification requirements. |
(ii) | Qualifying income requirements. |
(iii) | Distribution requirements. |
b. | Calculate required annual excise distribution amounts for the review and approval of Fund management and/or its independent accountant. |
C. | Financial Reporting: |
(1) | Provide financial data required by the Prospectus and SAI. |
(2) | Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Directors, the SEC, and the independent auditor. |
(3) | Supervise the Fund's custodian and fund accountants in the maintenance of the Fund's general ledger and in the preparation of the Fund's financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders. |
(4) | Compute the yield, total return, expense ratio and portfolio turnover rate of the Fund. |
(5) | Monitor expense accruals and make adjustments as necessary; notify the Company's management of adjustments expected to materially affect the Fund's expense ratio. |
(6) | Prepare financial statements, which include, without limitation, the following items: |
a. | Schedule of Investments. |
b. | Statement of Assets and Liabilities. |
c. | Statement of Operations. |
d. | Statement of Changes in Net Assets. |
e. | Statement of Cash Flows (if applicable). |
f. | Financial Highlights. |
(7) | Pursuant to Rule 31a-1 (b)(9) of the 1040 Act, prepare quarterly broker security transaction summaries. |
D. | Tax Reporting: |
(1) | Prepare for the review of the independent accountants and/or Fund management, the federal and state tax returns including, without limitation, Form 1120 RIC and applicable state returns including any necessary schedules. USBFS will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by Fund management and/or its independent accountant. File on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules. |
(2) | Provide the Fund's management and the Fund's independent accountant with tax reporting information pertaining to the Fund and available to USBFS as required in a timely manner. |
(3) | Prepare Fund financial statement tax footnote disclosures for the review and approval of Fund management and/or the Fund's independent accountant. |
(4) | Prepare and file on behalf of Fund management Form 1099 MISC for payments to disinterested Directors and other qualifying service providers. |
(5) | Monitor wash sale losses. |
(6) | Calculate Qualified Dividend Income ("QDI") for qualifying Fund shareholders. |
4. | Representations and Warranties |
A. | The Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(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 Company accordance with all requisite action and constitutes a valid and legally binding obligation of the Company , enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
B. | USBFS hereby represents and warrants to the Company , which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(2) | This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
5. | Standard of Care; Indemnification; Limitation of Liability |
A. | USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Company , as approved by the Board of Directors of the Company , except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Company , its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term "USBFS" shall include USBFS's directors, officers and employees. |
B. | In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. |
C. | The indemnity and defense provisions set forth in this Section 5 shall indefinitely survive the termination and/or assignment of this Agreement. |
D. | If USBFS is acting in another capacity for the Comnpany pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity. |
6. | Data Necessary to Perform Services |
7. | Proprietary and Confidential Information |
9. | Compliance with Laws |
11. | Early Termination |
a. | all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts; |
b. | all fees associated with converting services to successor service provider; |
c. | all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; |
12. | Duties in the Event of Termination |
13. | Assignment |
14. | Governing Law |
15. | No Agency Relationship |
16. | Services Not Exclusive |
17. | Invalidity |
18. | Notices |
19. | Multiple Originals |
CONCORDE FUNDS, INC.
|
U.S. BANCORP FUND SERVICES, LLC
|
By:
/s/ Gregory B. Wood
|
By:
/s/ Michael R. McVoy
|
Name:
Gregory B. Wood
|
Name: Michael R. McVoy
|
Title:
Treasurer
|
Title: Executive Vice President
|
· | The Company shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. |
· | The Company shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise). |
· | The Company shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Company shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. |
· | The Company shall represent that it will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Company's present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. |
· | The Company shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. |
· | The Company shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Company. |
· | The Company shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate USBFS' right to receive and/or use the Data. |
· | The Company shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and USBFS, entitled to enforce all provisions of such agreement relating to the Data. |
FEE SCHEDULE at 7/1/2016
|
|
Domestic Funds
Annual Fee Based Upon Market Value Per Fund
*
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund portfolio
International Funds
Annual Fee Based Upon Market Value Per Fund*
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] per fund portfolio
Conversion and extraordinary services quoted separately.
Fees are billed monthly.
* Subject to CPI increase, Milwaukee MSA.
|
Multiple Classes
– Add the following for
each class beyond the first class:
·
[ ] basis point at each level
·
$[ ] per class minimum
Annual Legal Administration
– Add the following
for legal administration services in
support of external legal counsel:
·
[ ] basis point at each level
·
$[ ] additional minimum
Daily Performance Reporting (Pre- & Post-Tax)
·
Performance Service – $[ ] /CUSIP/month
·
Setup – $[ ] /CUSIP
·
Conversion – quoted separately
·
FTP Delivery – $[ ] setup per FTP site
Daily Compliance Services (Charles River)
·
Base fee – $[ ] /fund/month
·
[ ] basis point on fund assets
ReportSource - $[ ] /month – Web reporting
Plus miscellaneous expenses, including but not limited to:
·
Postage, Stationery
·
Programming, Special Reports
·
Proxies, Insurance
·
EDGAR filing
·
Retention of records
·
Federal and state regulatory filing fees
·
Certain insurance premiums
·
Expenses from board of directors meetings
·
Auditing and legal expenses
·
Blue Sky conversion expenses (if necessary)
·
Gainskeeper
·
All other miscellaneous expenses
|
1. | Appointment of USBFS as Fund Accountant |
2. | Services and Duties of USBFS |
(1) | Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser. |
(2) | For each valuation date, obtain prices from a pricing source approved by the board of directors of the Company (the “Board of Directors”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities. |
(3) | Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. |
(4) | Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date. |
(5) | On a daily basis, reconcile cash of the Fund with the Fund’s custodian. |
(6) | Transmit a copy of the portfolio valuation to the Fund’s investment adviser daily. |
(7) | Review the impact of current day’s activity on a per share basis, and review changes in market value. |
(1) | For each valuation date, calculate the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount. |
(2) | Process and record payments for Fund expenses upon receipt of written authorization from the Company. |
(3) | Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Company. |
(4) | Provide expense accrual and payment reporting. |
(1) | Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis. |
(2) | Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. |
(3) | Maintain a general ledger and other accounts, books, and financial records for the Fund. |
(4) | Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund’s current prospectus. |
(5) | Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund. |
(6) | Communicate to the Company, at an agreed upon time, the per share net asset value for each valuation date. |
(7) | Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances. |
(8) | Prepare monthly security transactions listings. |
(1) | Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”). |
(2) | Maintain tax lot detail for the Fund’s investment portfolio. |
(3) | Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Company. |
(4) | Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders. |
(1) | Support reporting to regulatory bodies and support financial statement preparation by making the Fund’s accounting records available to the Company, the Securities and Exchange Commission (the “SEC”), and the independent accountants. |
(2) | Maintain accounting records according to the 1940 Act and regulations provided thereunder. |
(3) | Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Company in connection with any certification required of the Company pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. |
(4) | Cooperate with the Company’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination. |
A. | IDC AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER. |
B. | Company agrees that IDC and its suppliers shall have no liability to Company, or a third party, for errors, omissions or malfunctions in the services it provides to USBFS, other than the obligation of IDC to endeavor upon receipt of notice from Company, to correct a malfunction, error or omission in any such service. This paragraph shall not have any affect upon the standard of care and liability of USBFS has set forth in Section 8 of this Agreement. |
C. | Company acknowledges that the services provided by IDC or its suppliers to USBFS are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. Company accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the services provided by IDC to USBFS, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. |
D. | Company shall indemnify IDC and its suppliers and hold IDC harmless from any and all losses, damages, liability, costs, including attorneys’ fees, resulting directly or indirectly from any claim or demand against IDC or its suppliers by a third party arising out of or related to the accuracy or completeness of any services provided by IDC to USBFS that are received by Company, or any data, information, service, report, analysis or publication derived therefrom. The Company agrees that neither IDC nor its suppliers shall be liable for any claim or demand against Company by any third party. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBFS as set forth in Section 8 of this Agreement. |
E. | Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and responsibilities set forth in Section two (2) of this Agreement, including performing tolerance checks, reviewing the current day’s activities on a per-share basis and reviewing changes in market value. For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the change is due to normal business activity. USBFS shall reimburse Company for any payments made by Company for services contained in this paragraph F herein, that USBFS fails to perform. |
F. | Neither Company, nor IDC, shall be liable for (i) any special, direct or consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit thereof. |
G. | Company acknowledges that IDC’s third party data suppliers may have the right to cause the termination of USBFS’ provision of IDC’s services to Company, with or without notice, and that neither any third party data supplier nor IDC shall have any liability in connection therewith. This paragraph shall not have any effect upon the standard of care and liability of USBFS as set forth in Section 8 of this Agreement. |
H. | For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Directors and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities. |
I. | In the event that Company at any time receives data from IDC containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is professional disagreement about which is best. No evaluation method, including those used by IDC, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) IDC’s methodologies used to provide the pricing portion of certain data may rely on evaluations; however, Company acknowledges that there may be errors or defects in IDC’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) Company assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of the use of evaluations and other pricing data provided via the services provided by IDC used in Company’s applications, regardless of any efforts made by IDC in this respect. USBFS shall immediately notify Company that an evaluation or evaluations have been used rather than market quotations. Company shall indemnify and hold IDC completely harmless in the event that errors, defects, or inappropriate evaluations are made available via the services or data provided by IDC. |
A. | The Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(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 Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
B. | USBFS hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(2) | This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. |
A. | USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company or any third party in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Company shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Company, as approved by the Board of Directors of the Company, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees. |
B. | In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. |
C. | The indemnity and defense provisions set forth in this Section 8 shall indefinitely survive the termination and/or assignment of this Agreement. |
D. | If USBFS is acting in another capacity for the Company pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity. |
A. | USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Company, all records and other information relative to the Company and prior, present, or potential shareholders of the Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Company. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Company or its agent, shall not be subject to this paragraph. |
B. | The Company, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information. |
CONCORDE FUNDS, INC.
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U.S. BANCORP FUND SERVICES, LLC
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By:
/s/ Gregory B. Wood
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By:
/s/ Michael R. McVoy
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Printed Name:
Gregory B. Wood
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Printed Name: Michael R. McVoy
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Title:
Treasurer
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Title: Executive Vice President
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FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE at
7-1-2016
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Domestic Equity Funds*
$[ ] for the first $[ ]
[ ] basis point on the balance
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Multiple Classes
Additional fee of $[ ] for each additional class
Additional fee of $[ ] per managed / Sub-advisor per fund
Master/Feeder Funds
Each master and feeder is charged according to the schedule.
Extraordinary services
– quoted separately
Conversion Estimate
– [ ] month’s fee (if necessary)
NOTE – All schedules subject to change depending upon
the use of derivatives – options, futures, short sales, etc.
All fees are billed monthly plus miscellaneous expenses,
including pricing, corporate action, and factor services:
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$[ ] Domestic and Canadian Equities
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$[ ] Options
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$[ ] Corp/Gov/Agency Bonds
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$[ ] CMO’s
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$[ ] International Equities and Bonds
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$[ ] Municipal Bonds
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$[ ] Money Market Instruments
·
$[ ] Interest Rate Swaps, Foreign Currency
Swaps, Total Return Swaps, Total Return Bullet
Swaps
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$[ ] Bank Loans
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$[ ] Swaptions
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$[ ] Credit Default Swaps
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$[ ] /fund/month – Manual Securities Pricing (<[ ] per day)
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$[ ] /equity Security/Month Corporate Actions
·
Factor Services (BondBuyer)
·
$[ ] /CMO/month
·
$[ ] /Mortgage Backed/month
·
$[ ] /month Minimum Per Fund Group
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ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
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July 22, 2016
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WRITERS DIRECT LINE
414.297.56
5596
pfetzer@foley.com EMAIL
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CLIENT/MATTER NUMBER
015611-0101
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Concorde Funds, Inc.
1500 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
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BOSTON
BRUSSELS
CHICAGO
DETROIT
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JACKSONVILLE
LOS ANGELES
MADISON
MIAMI
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MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
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SAN DIEGO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY
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TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
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