REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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[
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Post-Effective Amendment No.
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99
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X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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102
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Ryan L. Roell, President and Principal Executive Officer
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Series Portfolios Trust
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615 East Michigan Street
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Milwaukee, WI 53202
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Marco Adelfio
Goodwin Procter LLP
1900 N Street, NW
Washington, DC 20036
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¨
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immediately upon filing pursuant to paragraph (b)
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¨
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on _____________ pursuant to paragraph (b)
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ý
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60 days after filing pursuant to paragraph (a)(1)
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¨
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on pursuant to paragraph (a)(1)
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¨
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75 days after filing pursuant to paragraph (a)(2)
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¨
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on pursuant to paragraph (a)(2) of Rule 485.
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[X]
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Choosing a Share Class
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Distribution and Shareholder Servicing (Rule 12b-1) Plan
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Summary Section
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(1)
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“Other Expenses” are estimated for the Fund’s current fiscal year.
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(2)
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Kayne Anderson Capital Advisors, L.P. (the “Adviser”) has contractually agreed to waive its management fees, and/or reimburse Fund operating expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, shareholder servicing fees, redemption fees, swap fees and expenses, taxes, leverage interest, brokerage fees (including commissions, mark-ups and mark-downs), annual account fees for margin accounts, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.30% of the average daily net assets of the Fund (the “Expense Cap”). The Expense Cap will remain in effect for an initial two year term ending July 17, 2022 and may be terminated at any time thereafter upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser, with the consent of the Board. The Adviser may request recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date they were waived or reimbursed, provided that, after recoupment has been taken into account, the Fund is able to make the recoupment without exceeding the lesser of the Expense Cap: (i) in effect at the time of the waiver or reimbursement, or (ii) in effect at the time of recoupment.
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One Year
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Three Years
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Class A
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$699
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$1,080
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Class I
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$132
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$484
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Minimum Initial
Investment
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Minimum
Subsequent
Investment
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Class A (not available for purchase)
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$2,500
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$100
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Class I
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$250,000
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$100
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Investment Objective, Strategies, Risks and Disclosure of Portfolio Holdings
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Management of the Fund
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Shareholder Information
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Minimum Initial
Investment
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Minimum
Subsequent
Investment
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Class A (not available for purchase)
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$2,500
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$100
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Class I
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$250,000
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$100
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Investment Amount
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Sales Charge as a
% of
Offering Price(1)
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Sales Charge as a
% of Net Amount
Invested
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Dealer
Reallowance as a
% of Offering
Price
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Less than $50,000
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5.50%
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5.82%
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5.50%
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$50,000 but less than $100,000
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4.75%
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4.99%
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4.75%
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$100,000 but less than $250,000
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3.75%
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3.90%
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3.75%
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$250,000 but less than $500,000
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3.00%
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3.09%
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3.00%
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$500,000 but less than $1,000,000
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2.00%
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2.04%
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2.00%
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$1,000,000 or more
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0.00%
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0.00%
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0.00%
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(1)
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The offering price includes the front-end sales charge. The sales charge you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculation used to determine your sales charge.
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•
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any affiliate of the Adviser or any of its or the Fund’s officers, directors, employees or retirees;
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•
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registered representatives of any broker-dealer authorized to sell Fund shares, subject to the internal policies and procedures of the broker-dealer;
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•
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members of the immediate families of any of the foregoing (i.e., parent, child, spouse, domestic partner, sibling, step or adopted relationships, grandparent, grandchild and UTMA accounts naming qualifying persons);
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•
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fee-based registered investment advisers, financial planners, bank trust departments or registered broker-dealers who are purchasing shares on behalf of their customers;
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•
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financial intermediaries who have entered into agreements with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to their customers;
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•
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retirement (not including IRA accounts) and deferred compensation plans and the trusts used to fund such plans (including, but not limited to, those defined in Sections 401(k), 403(b) and 457 of the Code and “rabbi trusts”), for which an affiliate of the Adviser acts as trustee or administrator;
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•
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401(k), 403(b) and 457 plans, and profit sharing and pension plans that invest $1 million or more or have more than 100 participants; or
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•
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current shareholders whose aggregate value of their Class A accounts exceed $1,000,000.
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•
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the name of the Fund;
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•
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the dollar amount of shares to be purchased;
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•
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your account application or investment stub; and
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•
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a check payable to the Kayne Anderson Renewable Infrastructure Fund or a wire transfer received by the Fund.
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•
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Complete and sign the account application;
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•
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To open an account, write a check payable to the Kayne Anderson Renewable Infrastructure Fund;
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•
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Send your account application and check to one of the addresses listed below;
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•
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For subsequent investments, detach the Invest by Mail form that is attached to the account statement you will receive after each transaction and mail it with a check made payable to the Fund in the envelope provided with your statement or to one of the addresses noted below. Write your account number on the check. If you do not have the Invest by Mail form from your account statement, include the Fund name, your name, address and account number on a separate piece of paper.
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•
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Provide your name and account number;
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•
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Specify the number of shares or dollar amount to be redeemed and the Fund name or number;
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•
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Sign the redemption request (the signature must be exactly the same as the one on your account application). Make sure that all parties that are required by the account registration sign the request, and any applicable signature guarantees are on the request; and
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•
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Send your request to the appropriate address as provided above in the section entitled “Purchase by Mail”.
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Account and Transaction Policies
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•
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For all redemption requests in excess of $1 million;
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•
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When a redemption request is received by the Transfer Agent and the account address has changed within the last 30 calendar days;
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•
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When requesting a change in ownership on your account; and
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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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Dividends, Distributions and their Taxation
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Other Information
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Financial Highlights
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PRIVACY NOTICE
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•
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Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov; or
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•
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For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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(The Trust’s SEC Investment Company Act of 1940 file number is 811-23084)
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1.
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The Fund may not lend money or other assets except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
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2.
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The Fund may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
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3.
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The Fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
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4.
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The Fund may not concentrate its investments in a particular industry, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the Fund will concentrate (that is, invest 25% or more of its total assets) in the renewable energy industry. Additionally, the Fund may invest without limitation in: (i) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; (ii) tax-exempt obligations of state or municipal governments and their political subdivisions; (iii) securities of other investment companies; and (iv) repurchase agreements.
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5.
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The Fund may not purchase or sell real estate, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority (although the Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate, such as REITs).
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6.
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The Fund may not buy or sell commodities or commodity (futures) contracts, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
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7.
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The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority, and except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act in connection with the purchase and sale of portfolio securities.
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8.
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The Fund may not make investments for the purpose of exercising control or acquiring management of a company.
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Name and Year of Birth
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Positions with
the Trust
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Term of Office and Length of Time Served
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Principal Occupations During Past Five Years
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Number of Portfolios in Fund Complex(2) Overseen by Trustees
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Other Directorships Held During Past Five Years
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Independent Trustees of the Trust(1)
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Koji Felton
(born 1961)
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Trustee
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Indefinite Term;
Since September 2015. |
Counsel, Kohlberg Kravis Roberts & Co. L.P. (2013-2015).
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1
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Independent Trustee, Listed Funds Trust (since 2019).
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Debra McGinty-Poteet
(born 1956)
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Trustee
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Indefinite Term;
Since September 2015. |
Retired.
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1
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Independent Trustee, First Western Funds Trust (since 2015).
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Daniel B. Willey
(born 1955)
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Trustee
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Indefinite Term;
Since September 2015. |
Retired. Chief Compliance Officer, United Nations Joint Staff Pension Fund (2009 - 2017).
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1
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None
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Interested Trustee
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|||||
Jeanine M. Bajczyk(3)
(born 1965)
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Chair, Trustee
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Indefinite Term;
Since July 2020. |
Senior Vice President, U.S. Bank Global Fund Services (since 2006).
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1
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None
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Officers of the Trust
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|||||
Ryan L. Roell
(born 1973) |
President and Principal Executive Officer
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Indefinite Term; Since July 2019.
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Vice President, U.S. Bank Global Fund Services (since 2005).
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Not Applicable
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Not
Applicable
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Name and Year of Birth
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Positions with
the Trust
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Term of Office and Length of Time Served
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Principal Occupations During Past Five Years
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Number of Portfolios in Fund Complex(2) Overseen by Trustees
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Other Directorships Held During Past Five Years
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Cullen O. Small
(born 1987) |
Treasurer and Principal Financial Officer
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Indefinite Term;
Since January 2019.
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Vice President, U.S. Bank Global Fund Services (since 2010).
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Not
Applicable
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Not
Applicable
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Donna Barrette
(born 1966) |
Vice President, Chief Compliance Officer and Anti-Money Laundering Officer
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Indefinite Term;
Since November 2019.
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Senior Vice President, and Compliance Officer, U.S. Bank Global Fund Services (since 2004).
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Not
Applicable
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Not
Applicable
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Adam W. Smith
(born 1981)
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Secretary
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Indefinite Term; Since June 2019.
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Vice President, U.S. Bank Global Fund Services (since 2012).
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Not Applicable
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Not Applicable
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Hailey S. Glaser
(born 1989)
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Assistant Treasurer
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Indefinite Term; Since July 2019.
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Assistant Vice President, U.S. Bank Global Fund Services (since 2015); Audit Senior, Deloitte & Touche LP (2012-2015).
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Not
Applicable
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Not
Applicable
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Kristen M. Pierson (born 1979)
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Assistant Treasurer
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Indefinite Term; Since July 2019.
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Assistant Vice President, U.S. Bank Global Fund Services (since 2017); Lead Fund Accountant, UMB Fund Services, Inc. (2006-2017).
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Not Applicable
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Not
Applicable
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(1)
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The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
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(2)
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As of the date of this SAI, the Trust was comprised of 9 portfolios (including the Fund) managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series within the Trust.
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(3)
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Ms. Bajczyk, as a result of her employment with U.S. Bancorp Fund Services, LLC, which acts as transfer agent, administrator, and fund accountant to the Trust, is considered to be an “interested person” of the Trust, as defined by the 1940 Act.
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Name of Person/ Position
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Aggregate Compensation From the Fund(1)
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Pension or Retirement Benefits Accrued as Part of Fund Expenses
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Estimated Annual Benefits Upon Retirement
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Total Compensation from Fund and Fund Complex(2) Paid to Trustees
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Koji Felton, Independent Trustee
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$1,667
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None
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None
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$1,667
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Debra McGinty-Poteet, Independent Trustee
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$1,667
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None
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None
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$1,667
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Daniel Willey, Independent Trustee
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$1,667
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None
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None
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$1,667
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(1)
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Trustees’ fees and expenses are allocated among the Fund and all other series comprising the Trust.
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(2)
|
As of the date of this SAI, the Trust was comprised of 9 portfolios (including the Fund) managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund, and not to other series of the Trust. For the period ending December 31, 2020, estimated aggregate Independent Trustees’ fees and expenses amount to $45,000.
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Category of Account
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Total Number of Accounts Managed
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Total Assets in Accounts Managed
(in millions)
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Number of Accounts for which Advisory Fee is Based on Performance
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Assets in Accounts for which Advisory Fee is Based on Performance
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Other Registered Investment Companies
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4
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$1,912
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0
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$0
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Other Pooled Investment Vehicles
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12
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$1,514
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8
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$1,188
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Other Accounts
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10
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$301
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3
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$187
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Category of Account
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Total Number of Accounts Managed
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Total Assets in Accounts Managed
(in millions)
|
Number of Accounts for which Advisory Fee is Based on Performance
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Assets in Accounts for which Advisory Fee is Based on Performance
|
Other Registered Investment Companies
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0
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$0
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0
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$0
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Other Pooled Investment Vehicles
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4
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$119
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1
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$22
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Other Accounts
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0
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$0
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0
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$0
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Category of Account
|
Total Number of Accounts Managed
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Total Assets in Accounts Managed
(in millions)
|
Number of Accounts for which Advisory Fee is Based on Performance
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Assets in Accounts for which Advisory Fee is Based on Performance
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Other Registered Investment Companies
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3
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$1,726
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0
|
$0
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Other Pooled Investment Vehicles
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4
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$119
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1
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$22
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Other Accounts
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0
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$0
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0
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$0
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Portfolio Manager
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Dollar Range Invested
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John C. (“J.C.”) Frey
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Over $1,000,000
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|
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Justin Campeau
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$100,001 - $500,000
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|
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Jody Meraz
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$100,001 - $500,000
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•
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a citizen or resident of the United States;
|
•
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any State or the District of Columbia;
|
•
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an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
|
•
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a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its substantial decisions, or which has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
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A.
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Policy
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B.
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Procedures for Identification and Voting of Proxies
|
1.
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Funds
|
2.
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Separate Accounts
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3.
|
Internal Proxy Distribution
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4.
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Determination of Voting Position
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5.
|
Conflicts of Interest
|
6.
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Abstentions
|
7.
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Opposing Voting
|
C.
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Potential Conflicts of Interest
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D.
|
Other Special Circumstances
|
(2)
|
where a proxy is received for a client account that has been terminated with the Firm,
|
E.
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ERISA Accounts
|
F.
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Recordkeeping
|
i.
|
A copy of these policies and procedures;
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ii.
|
A copy of each proxy statement the Firm receives regarding client’s securities;
|
iii.
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A record of each vote cast by the Firm on behalf of a client;
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iv.
|
A copy of any document created by the Adviser that was material to making a decision;
|
v.
|
how to vote proxies on behalf of a client or that memorialized the basis for that decision;
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vi.
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A copy of each written client request for information on how the Adviser voted proxies on behalf of the client, and a copy of any written response by the Firm to any (written or oral) client request for information on how the Firm voted proxies on behalf of the requesting client.
|
G.
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Disclosure
|
H.
|
Proxy Solicitation
|
(a)
|
(i)
|
|
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(ii)
|
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(b)
|
|
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(c)
|
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Instruments Defining Rights of Security Holders - incorporated by reference to the Declaration of Trust and Bylaws.
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(d)
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Investment Advisory Agreement between the Trust, on behalf of the Kayne Anderson Renewable Infrastructure Fund, and Kayne Anderson Capital Advisors, LP - filed herewith.
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(e)
|
|
Distribution Agreement between the Trust, on behalf of the Kayne Anderson Renewable Infrastructure Fund, and Quasar Distributors, LLC - filed herewith.
|
(f)
|
|
Bonus or Profit Sharing Contracts - not applicable.
|
(g)
|
(i)
|
|
|
(A)
|
Amendment to the Custodian Agreement with respect to Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
|
|
(A)
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Amendment to the Fund Administration Servicing Agreement with respect to Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
|
|
(A)
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Amendment to the Fund Accounting Servicing Agreement with respect to Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
|
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(A)
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Amendment to the Transfer Agent Agreement with respect to Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
|
(iv)
|
|
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(v)
|
Operating Expenses Limitation Agreement - filed herewith.
|
(i)
|
|
Opinion and Consent of Counsel by Goodwin Procter LLP with respect to Kayne Anderson Renewable Infrastructure Fund - to be filed by amendment.
. |
(j)
|
(i)
|
Consent of Independent Registered Public Accounting Firm by Cohen & Company LTD, - to be filed by amendment.
|
(k)
|
|
Omitted Financial Statements - not applicable.
|
(l)
|
|
|
(m)
|
|
Rule 12b-1 Plan by the Trust on behalf of the Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
(n)
|
|
Rule 18f-3 Plan by the Trust on behalf of the Kayne Anderson Renewable Infrastructure Fund - filed herewith.
|
(o)
|
|
Reserved
|
(p)
|
(i)
|
|
|
(ii)
|
Code of Ethics for Kayne Anderson Capital Advisors, L.P. - filed herewith.
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
|
Advisors Series Trust
|
Majority Shares ETF Trust
|
Aegis Funds
|
Managed Portfolio Series
|
Allied Asset Advisors Funds
|
Manager Directed Portfolios
|
Alpha Architect ETF Trust
|
Matrix Advisors Fund Trust
|
Angel Oak Funds Trust
|
Matrix Advisors Value Fund, Inc.
|
Barrett Opportunity Fund, Inc.
|
Monetta Trust
|
BMT Investment Funds
|
Nicholas Equity Income Fund, Inc.
|
Bridges Investment Fund, Inc.
|
Nicholas Fund, Inc.
|
Brookfield Investment Funds
|
Nicholas High Income Fund, Inc.
|
Buffalo Funds
|
Nicholas II, Inc.
|
Chestnut Street Fund
|
Nicholas Ltd Edition, Inc.
|
Cushing® Mutual Funds Trust
|
North Capital Funds Trust
|
DoubleLine Funds Trust
|
Permanent Portfolio Family of Funds
|
ETF Series Solutions
|
Perritt Funds, Inc.
|
First American Funds, Inc.
|
PRIMECAP Odyssey Funds
|
FundX Investment Trust
|
Procure ETF Trust I
|
Glenmede Fund, Inc.
|
Procure ETF Trust II
|
Glenmede Portfolios
|
Professionally Managed Portfolios
|
GoodHaven Funds Trust
|
Prospector Funds, Inc.
|
Greenspring Fund, Inc.
|
Provident Mutual Funds, Inc.
|
Harding Loevner Funds, Inc.
|
RBB Fund, Inc.
|
Hennessy Funds Trust
|
RBC Funds Trust
|
Horizon Funds
|
Series Portfolios Trust
|
Hotchkis & Wiley Funds
|
Thompson IM Funds, Inc.
|
Intrepid Capital Management Funds Trust
|
TIGERSHARES Trust
|
Jacob Funds, Inc.
|
TrimTabs ETF Trust
|
Jensen Quality Growth Fund Inc.
|
Trust for Professional Managers
|
Kirr Marbach Partners Funds, Inc.
|
Trust for Advised Portfolios
|
Listed Funds Trust
|
USCA Fund Trust
|
LKCM Funds
|
USQ Core Real Estate Fund
|
LoCorr Investment Trust
|
Wall Street EWM Funds Trust
|
Lord Asset Management Trust
|
Wisconsin Capital Funds, Inc.
|
MainGate Trust
|
YCG Funds
|
(b)
|
To the best of Registrant's knowledge, the director and executive officers of Quasar Distributors, LLC, are as follows:
|
Name
|
Address
|
Position with Quasar
|
Richard J. Berthy
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
President, Treasurer & Manager
|
Teresa M.K. Cowan
|
111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202
|
Vice President
|
Mark A. Fairbanks
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President
|
Jennifer K. DiValerio
|
899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312
|
Vice President
|
Jennifer E. Hoopes
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Secretary
|
Susan L. LaFond
|
111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202
|
Chief Compliance Officer – Distribution Services
|
Jennifer A. Brunner
|
111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202
|
Chief Compliance Officer – Dealer Clearing Services
|
Weston Sommers
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Financial Operations Principal
|
(c)
|
Not applicable.
|
Records Relating to:
|
Are located at:
|
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent
|
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202
|
Registrant’s Custodian
|
U.S. Bank, National Association
1555 N. Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
|
Registrant’s Distributor
|
Quasar Distributors, LLC
111 E. Kilbourn Ave., Suite 2200
Milwaukee, WI 53202
|
Registrant’s Investment Adviser
with respect to the Kayne Anderson Renewable Infrastructure Fund
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Kayne Anderson Capital Advisors, LP
1800 Avenue of the Stars, 3rd Floor
Los Angeles, CA 90067
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Series Portfolios Trust
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By:
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/s/ Ryan L. Roell
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Ryan L. Roell
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President
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Signature
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Title
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Date
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/s/ Daniel B. Willey*
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Trustee
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July 10, 2020
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Daniel B. Willey
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/s/ Debra McGinty-Poteet*
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Trustee
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July 10, 2020
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Debra McGinty-Poteet
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/s/ Koji Felton*
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Trustee
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July 10, 2020
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Koji Felton
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/s/ Dana L. Armour*
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Trustee
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July 10, 2020
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Dana L. Armour
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/s/ Ryan L. Roell
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President and Principal
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July 10, 2020
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Ryan L. Roell
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Executive Officer
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/s/ Cullen O. Small
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Treasurer and Principal
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July 10, 2020
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Cullen O. Small
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Financial Officer
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*By: /s/ Ryan L. Roell
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Ryan L. Roell
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Attorney-In Fact pursuant to Power of Attorney
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Exhibit
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Exhibit No.
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Investment Advisory Agreement
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EX.99.d
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Distribution Agreement
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EX.99.e
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Amendment to the Custody Agreement
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EX.99.g.i.A
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Amendment to the Fund Administration Servicing Agreement
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EX.99.h.i.A
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Amendment to the Fund Accounting Servicing Agreement
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EX.99.h.ii.A
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Amendment to the Transfer Agent Servicing Agreement
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EX.99.h.iii.A
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Operating Expenses Limitation Agreement
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EX.99.h.v
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Rule 12b-1 Plan
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EX.99.m
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Rule 18f-3 Plan
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EX.99.n
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Code of Ethics for Kayne Anderson Capital Advisors, LP
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EX.99.p.ii
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SERIES PORTFOLIOS TRUST
on behalf of the series listed on Appendix A
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KAYNE ANDERSON CAPITAL ADVISORS, L.P.
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By:
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/s/ Ryan L. Roell
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By:
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Name:
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Ryan L. Roell
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Name:
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Title:
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President and Principal Executive Officer
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Title:
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Series of Series Portfolios Trust
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Annual Fee Rate as a Percentage of Average Daily Net Assets
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Kayne Anderson Renewable Infrastructure Fund
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1.00%
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A.
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The Distributor shall sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
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B.
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During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept
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C.
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The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
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D.
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The Distributor acknowledges that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
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E.
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The Distributor shall cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature (“Communications with the Public”) relating to the Fund. The Distributor shall review all proposed Communications with the Public for compliance with applicable laws and regulations, and shall file with appropriate regulators those Communications with the Public it believes are in compliance with such laws and regulations. The Distributor shall furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
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F.
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The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor shall also act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
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G.
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The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
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H.
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The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
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I.
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The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
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J.
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The Distributor shall advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
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K.
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The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
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A.
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The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
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i.
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it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
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ii.
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this Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
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iii.
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it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted;
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iv.
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there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
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v.
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all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
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vi.
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the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
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vii.
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the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
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B.
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The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
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C.
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The Trust shall advise the Distributor promptly in writing:
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i.
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of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus;
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ii.
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in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
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iii.
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of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;
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iv.
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of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and
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v.
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in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC.
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D.
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The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
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E.
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The Trust shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
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F.
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The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust and the Adviser represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
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G.
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The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust shall not enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
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A.
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It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
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B.
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This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
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C.
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It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
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D.
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It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
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E.
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It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Adviser if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
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F.
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In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations, including maintenance of all records that such laws and regulations specifically require Distributor to maintain in its capacity as principal underwriter in connection with the offer and sale of Shares of the Funds.
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G.
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It shall provide to the Trust and each Fund such information regarding Distributor’s policies and procedures (including material changes to such policies and procedures and material compliance matters) as may be reasonably requested to enable each Fund to comply with its obligations under Rule 38a-1.
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A.
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The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith or willful misfeasance in the performance of the Distributor’s duties or obligations under this Agreement or by reason of the Distributor’s reckless disregard of its duties and obligations under this Agreement
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B.
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The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
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i.
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the advice of the Trust or of counsel, who may be counsel to the Trust or counsel to the Distributor;
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ii.
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any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction);
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iii.
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any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or
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iv.
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any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by the Distributor to be genuine and to have been signed or presented by the Trust or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine.
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C.
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The Distributor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, epidemic, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
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A.
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The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
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B.
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The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
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A.
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The Trust and the Adviser shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Losses”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or the Adviser (or an agent of either one), or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’s or the Adviser’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that the Trust’s or the Adviser’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Trust’s and the Adviser’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust or the Adviser; provided that the failure so to notify the Trust or the Adviser of any such action shall not relieve the Trust or the Adviser from any liability which the Trust or the Adviser may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s or the Adviser’s indemnity agreement contained in this Section 8(A).
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B.
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The Adviser shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Adviser elects to assume the defense, such defense shall be conducted by counsel chosen by the Adviser and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Adviser elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Adviser does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Adviser, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Adviser and the Distributor Indemnitees, the Adviser will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Adviser’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the
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C.
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The Adviser shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
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D.
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The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided that the failure to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
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E.
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The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them. The
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F.
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The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
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G.
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No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
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H.
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No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided however that, in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
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A.
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This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for
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B.
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Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Adviser, the written instrument shall also be signed by the Adviser. This Agreement will automatically terminate in the event of its “assignment.”
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C.
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As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
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D.
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Sections 8 and 9 shall survive termination of this Agreement.
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A.
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all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
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B.
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all fees associated with converting services to successor service provider;
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C.
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all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
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D.
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all miscellaneous costs associated with A-C above.
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▪
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$__ per communication piece for the first 10 pages (minutes if audio or video); $__ per page (minute if audio or video) thereafter.
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▪
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$__ FINRA filing fee per communication piece for the first 10 pages (minutes if audio or video); $__ per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.)
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▪
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$__ for the first 10 pages (minutes if audio or video); $__ per page (minute if audio or video) thereafter, 24 hour initial turnaround.
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▪
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$__ FINRA filing fee per communication piece for the first 10 pages (minutes if audio or video); $__ per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.)
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▪
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$__ per year per registered representative
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▪
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Licenses sponsored: Series 6, 7, 24, 26, 63, 66
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▪
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All associated FINRA and state fees for registered representatives, including license and renewal fees
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▪
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The design and/ or production of fund fact sheets, commentaries, brochures and other sales support materials - Project priced via proposal
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▪
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Production, printing, distribution, and placement of advertising, sales literature, and materials
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▪
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Engagement of designers, free-lance writers, and public relations firms
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▪
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Postage, overnight delivery charges
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▪
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FINRA registration fees and other costs to fulfill regulatory requirements
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▪
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Travel, lodging, and meals
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1.
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Exhibit O, the Kayne Anderson Renewable Infrastructure Fund, is hereby added and attached hereto.
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2.
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Section 15.08, Notices shall be updated as follows:
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3.
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Notices to the Adviser of the Kayne Anderson Renewable Infrastructure Fund, shall be sent to
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▪
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$___ - Book entry DTC transaction, Federal Reserve transaction, principal paydown
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▪
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$___ - Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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▪
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$___ - Option/SWAPS/future contract written, exercised or expired
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▪
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$___ - Mutual fund trade, Margin Variation Wire and outbound Fed wire
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▪
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$___ - Physical security transaction
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▪
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$___ - Check disbursement (waived if U.S. Bancorp is Administrator)
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▪
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Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
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▪
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$___ per custody sub - account per year (e.g., per sub -adviser, segregated account, etc.)
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▪
|
Class Action Services - $___ filing fee per class action per account, plus __% of gross proceeds, up to a maximum per recovery not to exceed $___.
|
▪
|
No charge for the initial conversion free receipt.
|
▪
|
Overdrafts - charged to the account at prime interest rate plus __% unless a line of credit is in place.
|
▪
|
$___ implementation fee per Trust per Third-Party Agent Lender
|
▪
|
Annual Base Fee $___ per Trust per Third-Party Agent Lender
|
▪
|
Plus Transaction fees
|
▪
|
$___- transaction fee will be assessed for each loan, return, and reallocation transactions (loan/return)
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
Australia
|
[ ]
|
$[ ]
|
|
Hungary
|
15.00
|
$[ ]
|
|
Poland
|
[ ]
|
$[ ]
|
Argentina
|
[ ]
|
$[ ]
|
|
Iceland
|
[ ]
|
$[ ]
|
|
Portugal
|
[ ]
|
$[ ]
|
Austria
|
[ ]
|
$[ ]
|
|
India
|
[ ]
|
$[ ]
|
|
Qatar
|
[ ]
|
$[ ]
|
Bahrain
|
[ ]
|
$[ ]
|
|
Indonesia
|
[ ]
|
$[ ]
|
|
Romania
|
[ ]
|
$[ ]
|
Bangladesh
|
[ ]
|
$[ ]
|
|
Ireland
|
[ ]
|
$[ ]
|
|
Russia
|
[ ]
|
$[ ]
|
Belgium
|
[ ]
|
$[ ]
|
|
Israel
|
[ ]
|
$[ ]
|
|
Serbia
|
[ ]
|
$[ ]
|
Bermuda
|
[ ]
|
$[ ]
|
|
Italy
|
[ ]
|
$[ ]
|
|
Singapore
|
[ ]
|
$[ ]
|
Botswana
|
[ ]
|
$[ ]
|
|
Japan
|
[ ]
|
$[ ]
|
|
Slovakia
|
[ ]
|
$[ ]
|
Brazil
|
[ ]
|
$[ ]
|
|
Jordan
|
[ ]
|
$[ ]
|
|
Slovenia
|
[ ]
|
$[ ]
|
Bulgaria
|
[ ]
|
$[ ]
|
|
Kenya
|
[ ]
|
$[ ]
|
|
South Africa
|
[ ]
|
$[ ]
|
Canada
|
[ ]
|
$[ ]
|
|
Kuwait
|
[ ]
|
$[ ]
|
|
South Korea
|
[ ]
|
$[ ]
|
Chile
|
[ ]
|
$[ ]
|
|
Latvia
|
[ ]
|
$[ ]
|
|
Spain
|
[ ]
|
$[ ]
|
China Connect
|
[ ]
|
$[ ]
|
|
Lithuania
|
[ ]
|
$[ ]
|
|
Sri Lanka
|
[ ]
|
$[ ]
|
China (B Shares)
|
[ ]
|
$[ ]
|
|
Luxembourg
|
[ ]
|
$[ ]
|
|
Eswatini
|
[ ]
|
$[ ]
|
Colombia
|
[ ]
|
$[ ]
|
|
Malaysia
|
[ ]
|
$[ ]
|
|
Sweden
|
[ ]
|
$[ ]
|
Costa Rica
|
[ ]
|
$[ ]
|
|
Malta
|
[ ]
|
$[ ]
|
|
Switzerland
|
[ ]
|
$[ ]
|
Croatia
|
[ ]
|
$[ ]
|
|
Mauritius
|
[ ]
|
$[ ]
|
|
Taiwan
|
[ ]
|
$[ ]
|
Cyprus
|
[ ]
|
$[ ]
|
|
Mexico
|
[ ]
|
$[ ]
|
|
Thailand
|
[ ]
|
$[ ]
|
Czech Republic
|
[ ]
|
$[ ]
|
|
Morocco
|
[ ]
|
$[ ]
|
|
Tunisia
|
[ ]
|
$[ ]
|
Denmark
|
[ ]
|
$[ ]
|
|
Namibia
|
[ ]
|
$[ ]
|
|
Turkey
|
[ ]
|
$[ ]
|
Egypt
|
[ ]
|
$[ ]
|
|
Netherlands
|
[ ]
|
$[ ]
|
|
UAE
|
[ ]
|
$[ ]
|
Estonia
|
[ ]
|
$[ ]
|
|
New Zealand
|
[ ]
|
$[ ]
|
|
Uganda
|
[ ]
|
$[ ]
|
Euroclear
(Eurobonds)
|
[ ]
|
$[ ]
|
|
Nigeria
|
[ ]
|
$[ ]
|
|
Ukraine
|
[ ]
|
$[ ]
|
Euroclear
(Non-Eurobonds)
|
[ ]
|
$[ ]
|
|
Norway
|
[ ]
|
$[ ]
|
|
United Kingdom
|
[ ]
|
$[ ]
|
Finland
|
[ ]
|
$[ ]
|
|
Oman
|
[ ]
|
$[ ]
|
|
Uruguay
|
[ ]
|
$[ ]
|
France
|
[ ]
|
$[ ]
|
|
Pakistan
|
[ ]
|
$[ ]
|
|
Vietnam
|
[ ]
|
$[ ]
|
Germany
|
[ ]
|
$[ ]
|
|
Panama
|
[ ]
|
$[ ]
|
|
West African Economic Monetary Union (WAEMU)*
|
[ ]
|
$[ ]
|
Ghana
|
[ ]
|
$[ ]
|
|
Peru
|
[ ]
|
$[ ]
|
|
Zambia
|
[ ]
|
$[ ]
|
Greece
|
[ ]
|
$[ ]
|
|
Philippines
|
[ ]
|
$[ ]
|
|
Zimbabwe
|
[ ]
|
$[ ]
|
Hong Kong
|
[ ]
|
$[ ]
|
|
Saudi Arabia
|
[ ]
|
$[ ]
|
|
|
|
|
▪
|
1- 25 foreign securities - $___; 26 - 50 foreign securities - $___; Over 50 foreign securities - $___
|
▪
|
Euroclear - Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third-party depository or settlement system, will be subject to a surcharge.
|
▪
|
For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
|
▪
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
▪
|
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
▪
|
SWIFT reporting and message fees.
|
1.
|
Exhibit M, the Kayne Anderson Renewable Infrastructure Fund, is hereby added and attached hereto.
|
2.
|
Section 19, Notices shall be updated as follows:
|
3.
|
Notices to the Adviser of the Kayne Anderson Renewable Infrastructure Fund, shall be send to
|
▪
|
Additional fee of $___ per sub-adviser
|
▪
|
Additional fee of $___ per drafting multi-manager exemptive application (does not include outside legal costs)
|
▪
|
MST may require up to $___ in escrow
|
▪
|
Subsequent new fund launch - $___ per fund or as negotiated
|
▪
|
Subsequent new share class launch - $___ per project
|
▪
|
Multi-managed funds - as negotiated based upon specific requirements
|
▪
|
Proxy - as negotiated based upon specific requirements
|
▪
|
Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications.
|
▪
|
Additional fee of $__ for funds other than domestic equity
|
▪
|
Additional fee of $__ for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor
|
▪
|
Advisor Information Source - On-line access to portfolio management and compliance information.
|
▪
|
Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting.
|
▪
|
U.S. Bank Regulatory Administration (e.g., annual registration statement update)
|
▪
|
Core Tax Services - See Additional Services Fee Schedule
|
▪
|
$___ - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps
|
▪
|
$___ - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
|
▪
|
$___ - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
|
▪
|
$___ - Interest Rate Swaps, Foreign Currency Swaps
|
▪
|
$___ - Bank Loans
|
▪
|
$___ - Swaptions, Intraday money market funds pricing, up to 3 times per day
|
▪
|
$___ - Credit Default Swaps
|
▪
|
$___ per Month Manual Security Pricing (>25per day)
|
▪
|
$___ per Foreign Equity Security per Month
|
▪
|
$___ per Domestic Equity Security per Month
|
▪
|
$___ per CMOs, Asset Backed, Mortgage Backed Security per Month
|
▪
|
$___ per security per month for fund administrative data
|
▪
|
Form N-PORT - $___ per year, per Fund
|
▪
|
Form N-CEN - $___ per year, per Fund
|
▪
|
$___ for the first fund (subject to Board approval)
|
▪
|
$___ for each additional fund 2-5 (subject to change based on Board review and approval)
|
▪
|
$___ for each fund over 5 funds
|
▪
|
$___ per sub-adviser per fund
|
▪
|
$___ onboarding fee
|
▪
|
Per adviser relationship, and subject to change based upon board review and approval.
|
▪
|
Tax Free Transfer In-Kind Cost Basis Tracking* - $___ per sub-account per year
|
▪
|
Base fee - $___ per fund per year
|
▪
|
Setup - $___ per fund group
|
▪
|
$___ set up fee per fund complex
|
▪
|
$___ per fund per month
|
¤
|
$___ per fund per standard reporting package*
|
-
|
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
|
¤
|
Additional 15(c) reporting is subject to additional charges
|
¤
|
Standard data source - Morningstar; additional charges will apply for other data services
|
▪
|
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
|
▪
|
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) - $___ per year
|
▪
|
Additional Capital Gain Dividend Estimates - (First two included in core services) - $___ per additional estimate
|
▪
|
State tax returns - (First two included in core services) - $___ per additional return
|
▪
|
Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) - $___
|
▪
|
Prepare Federal and State extensions (If Applicable) - Included in the return fees
|
▪
|
Prepare provision estimates - $___ Per estimate
|
▪
|
Prepare state income tax returns for funds and blocker entities - $___ per state return
|
•
|
Sign state income tax returns - $___ per state return
|
•
|
Assist in filing state income tax returns - Included with preparation of returns
|
▪
|
State tax notice consultative support and resolution - $___ per fund
|
1.
|
Exhibit L, the Kayne Anderson Renewable Infrastructure Fund, is hereby added and attached hereto.
|
2.
|
Section 13, Notices shall be updated as follows:
|
3.
|
Notices to the Adviser of the Kayne Anderson Renewable Infrastructure Fund, shall be send to
|
▪
|
Additional fee of $__ for funds other than domestic equity
|
▪
|
Additional fee of $__ for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor
|
▪
|
Advisor Information Source - On-line access to portfolio management and compliance information.
|
▪
|
Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting.
|
▪
|
U.S. Bank Regulatory Administration (e.g., annual registration statement update)
|
▪
|
Core Tax Services - See Additional Services Fee Schedule
|
▪
|
$___ - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps
|
▪
|
$___ - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
|
▪
|
$___ - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
|
▪
|
$___ - Interest Rate Swaps, Foreign Currency Swaps
|
▪
|
$___ - Bank Loans
|
▪
|
$___ - Swaptions, Intraday money market funds pricing, up to 3 times per day
|
▪
|
$___ - Credit Default Swaps
|
▪
|
$___ per Month Manual Security Pricing (>25per day)
|
▪
|
$___ per Foreign Equity Security per Month
|
▪
|
$___ per Domestic Equity Security per Month
|
▪
|
$___ per CMOs, Asset Backed, Mortgage Backed Security per Month
|
▪
|
$___ per security per month for fund administrative data
|
▪
|
Form N-PORT - $___ per year, per Fund
|
▪
|
Form N-CEN - $___ per year, per Fund
|
▪
|
$___ for the first fund (subject to Board approval)
|
▪
|
$___ for each additional fund 2-5 (subject to change based on Board review and approval)
|
▪
|
$___ for each fund over 5 funds
|
▪
|
$___ per sub-adviser per fund
|
▪
|
$___ onboarding fee
|
▪
|
Per adviser relationship, and subject to change based upon board review and approval.
|
1.
|
Exhibit N, the Kayne Anderson Renewable Infrastructure Fund, is hereby added and attached hereto.
|
2.
|
Section 20, Notices shall be updated as follows:
|
3.
|
Notices to the Adviser of the Kayne Anderson Renewable Infrastructure Fund, shall be send to
|
▪
|
Base Fee per CUSIP $__ for first CUSIP in Fund Complex
|
▪
|
Open Accounts $__ per open account
|
▪
|
Closed (zero balance) Accounts $__ per closed account
|
▪
|
Daily Accrual Fund Accounts $__ per open account
|
▪
|
Telephone Calls
|
▪
|
Voice Response Calls
|
▪
|
Manual Shareholder Transaction & Correspondence
|
▪
|
Omnibus Account Transaction
|
▪
|
Daily Valuation/Manual 401k Trade
|
▪
|
Report Source - Client on-line access to fund and investor data. Includes set up and 2 user Ids.
|
▪
|
NSCC System Interface
|
▪
|
Short-Term Trader Reporting - Software application used to track and/or assess transaction fees that are determined to be short-term trades.
|
▪
|
Excessive Trader - Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.
|
▪
|
12b-1 Aging - Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age.
|
▪
|
$__ per qualified plan account or Coverdell ESA account (Cap at $__ per SSN)
|
▪
|
$__ per transfer to successor trustee
|
▪
|
$__ per participant distribution (Excluding SWPs)
|
▪
|
$__ per refund of excess contribution
|
▪
|
$__ per reconversion/recharacterization
|
▪
|
$__ per outgoing wire transfer or overnight delivery
|
▪
|
$__ per telephone exchange
|
▪
|
$__ per return check or ACH or stop payment
|
▪
|
$__ per statement year requested per account (This fee applies to research requests for statements older than the prior year)
|
▪
|
CUSIP Setup beyond the initial CUSIP - $__ per CUSIP
|
▪
|
Expedited CUSIP Setup - $__ per CUSIP (Less than 35 days)
|
▪
|
Fund Name Change - $__ per fund/ per change
|
▪
|
Fund CUSIP Change - $__ per fund/ per change
|
▪
|
Digital Investor
|
•
|
Implementation - $__ per fund group
|
•
|
Annual Base Fee - $__ per year
|
▪
|
Activity (Session) Fees:
|
•
|
Inquiry - $__ per event
|
•
|
Login Challenge - $__ per event
|
•
|
Account Maintenance - $__ per event
|
•
|
Transaction - financial transactions, duplicate statement requests, etc. - $__ per event
|
•
|
New Account Set-up - $__ per event
|
•
|
Bank Verification Attempt - $__ per event
|
▪
|
Base Fee Per Management Company - file generation and delivery - $__ per year
|
▪
|
Per Record Charge
|
–
|
Rep/Branch/ID - $__
|
–
|
Dealer - $__
|
▪
|
Price Files - $__ per record or $__ per user per month, whichever is less
|
¤
|
Account inquiry
|
-
|
Vision ID - $__ per month per ID
|
¤
|
Transaction Processing*
|
¤
|
Electronic Statements*
|
-
|
Implementation- $__ per fund group
|
-
|
Load charges-$__ per image
|
-
|
Archive charge (for any image stored beyond 2 years)-$ __ per document
|
▪
|
$__ per Email
|
▪
|
STAT - Statement and Tax Form Storage & Retrieval
|
–
|
Support: $__ per user per month
|
▪
|
ReportSource - Report and Data File Storage & Retrieval
|
–
|
Setup: Included in initial fund setup on Transfer Agent system
|
–
|
$__ per user per month
|
▪
|
Ad Hoc/PowerSelect File Development
|
–
|
Standard ad-hoc select: $__ per file
|
–
|
Custom coded data for recurring, scheduled delivery: $__ per hour consultation and programming development
|
–
|
Support: $__ per file per month for recurring files/reports scheduled for delivery via Report Source.
|
–
|
Recurring files scheduled for delivery via Report Source.
|
▪
|
Custom Electronic File Exchange (MFS delivery of standard TIP files)
|
–
|
Setup: $__ one-time fee
|
–
|
Support: $__ per file per month
|
▪
|
File Delivery to Alternate Sales Reporting Provider
|
–
|
Setup: $__ one-time fee
|
–
|
Maintenance Fee: $__per file per month
|
▪
|
Implementation Fee - $__
|
▪
|
Monthly Fee - $__ per month
|
▪
|
Per Chat Fee - $__ per chat or $__ per minute of chat
|
▪
|
Cost based on project requirements including hours, data sourcing and reporting.
|
▪
|
Implementation fee - $__ (includes 15 forms)
|
▪
|
Additional setup fee - $__ for each additional form and email template
|
▪
|
Form and fund logo modifications - $__ per form, $__ per updated Fund Logo
|
▪
|
Monthly minimum fee - $__ per month
|
▪
|
Per electronic envelope Fee - $__
|
▪
|
Internet VPN - Infrastructure to allow for application accessibility to host systems and file transfers
|
–
|
$__ implementation
|
–
|
$__ per month
|
▪
|
Physical Network - Infrastructure to allow for application accessibility to host systems and file transfers
|
–
|
Cost varies depending upon location and bandwidth
|
▪
|
TA2000 3270 Emulation (Mainframe Green Screen) - Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.
|
–
|
$__ implementation
|
–
|
$__ per ID per month
|
▪
|
TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) - Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.
|
–
|
$__ implementation
|
–
|
$__ per ID per month
|
▪
|
TA2000 SmartDesk (Web Application to TA2000 Mainframe) - Account inquiry only.
|
–
|
$__ implementation
|
–
|
$__ per ID per month
|
▪
|
Automated Work Distributor (AWD) - Image and workflow application.
|
–
|
$__ implementation
|
–
|
$__ per ID per month
|
▪
|
Same Day Cash Management (SDCM) - Fund level transaction and cash reporting.
|
–
|
$__ implementation
|
–
|
$__ per ID per month
|
▪
|
PowerSelect - SQL database used for ad hoc reporting from the shareholder recordkeeping system.
|
–
|
$__ per month
|
▪
|
$200 per hour (subject to change)
|
▪
|
Charges incurred for customized services based upon fund family requirements including but not limited to:
|
–
|
Fund setup programming (transfer agent system, statements, options, etc.)
|
–
|
Customized service development
|
–
|
Voice response system setup (menu selections, shareholder system integration, testing, etc.)
|
–
|
All other client specific customization and/or development services
|
▪
|
$__ per direct open account per year
|
▪
|
$__ setup per fund group
|
▪
|
$__ per month administration
|
▪
|
$__ per received email correspondence
|
▪
|
$__ per fund group per month
|
▪
|
Account Management/Database Administration
|
–
|
$__ per month
|
–
|
Receiving - $__ per SKU
|
–
|
Order Processing - $__ per order
|
–
|
Skid Storage - $__ per month per location
|
–
|
Disposal - $__ per SKU
|
▪
|
Inbound Teleservicing Only
|
–
|
Account Management - $__ per month (OR)
|
–
|
Call Servicing - $__ per call
|
▪
|
Lead Source Reporting
|
–
|
$__ per month
|
▪
|
Closed Loop Reporting
|
–
|
Account Management - $__ per month
|
–
|
Database Installation, Setup - $__ per fund group
|
▪
|
Miscellaneous Expenses
|
–
|
Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.
|
▪
|
$__ per Month
|
▪
|
Initial data population: $__ for less than 25 CUSIPS / $__ for 25 CUSIPS or more
|
▪
|
Monthly maintenance: $__ per management company
|
▪
|
Additional project fees may apply for events such as fund acquisitions, multiple fund/share class launches, share class charges and other large processing events outside of normal fund activity to be billed at rate of $__/hour
|
▪
|
Programming & File Delivery - $__/hour
|
▪
|
Project Management/Analysis - $__/hour
|
▪
|
Account Data Retention - $__/account/month until purged*
|
▪
|
CUSIP Data Retention - $__/CUSIP/month until purged*
|
▪
|
$__ - $__ MARS Sales Reporting Module, CRM Module or 22c-2 Compliance Module (Includes up to one year of DST/TA2000 data)
|
▪
|
$__ - $__ MARS Sales & Compliance Reporting (Includes 5 Sales & 5 Compliance Users)
|
▪
|
$__ - $__ MARS 22c-2 Compliance (Includes 5 Compliance Users)
|
▪
|
$__ - SalesForce.com Integration
|
▪
|
$__ - Custom Data Interface
|
▪
|
$__ - OmniSERV Setup
|
▪
|
$__ - Standard Interface
|
▪
|
$__ - Additional OmniSERV Interface
|
▪
|
$__ - Sales Reporting
|
▪
|
$__ - 22c-2 Compliance
|
▪
|
$__ - CRM
|
▪
|
$__ - SFDC
|
▪
|
$__ - OmniSERV
|
▪
|
$__ - Daily Transaction Load from Sales Portal
|
▪
|
$__ - Monthly Asset Load from Sales Portal
|
▪
|
$__ - SalesForce.com
|
▪
|
$__ - MARS Lite Base Sales Reporting Only (Includes up to one year of DST/TA2000 data)
|
▪
|
$__/month (AUM $0 - $99,999,999.99)
|
▪
|
$__/month (AUM $100,00,000 - $249,999,999.99)
|
▪
|
$__/month (AUM $250,000,000 - $399,999,999.99)
|
▪
|
$__/month (AUM $400,000,000 - $499,999,999.99)
|
▪
|
$__ - Custom Data Interface
|
▪
|
$__ - Standard Interface
|
▪
|
$__ - OmniSERV Interface
|
▪
|
$__/day plus travel and out-of-pocket expenses.
|
▪
|
Document Loading, Storage, and Access - $__ per statement
|
▪
|
Document Consent Processing, Suppression, and Notification - $__ per suppressed statement
|
▪
|
Development & Implementation of Electronic Confirm Statements - $__ initial setup fee
|
▪
|
Document Loading, Storage, and Access - $__ per statement
|
▪
|
Document Consent Processing, Suppression, and Notification - $__ per suppressed statement
|
▪
|
Development & Implementation of Electronic Investor Statements - $__ initial setup fee
|
▪
|
Document Loading, Storage, and Access - $__ per statement
|
▪
|
Document Consent Processing, Suppression, and Notification - $__ per suppressed statement
|
▪
|
Development & Implementation of Electronic Tax Statements - $__ initial setup fee
|
▪
|
Document Consent Processing, Suppression, and Notification - $__ per suppressed statement
|
▪
|
Development & Implementation of Electronic Compliance Documents - $__ initial setup fee
|
▪
|
View Consent Enrollment - $__ per transaction
|
▪
|
Consent Enrollment - $__ per transaction
|
▪
|
View Statements - $__ per view
|
▪
|
Statements presented as PDF documents
|
▪
|
Statements will be loaded for all accounts, regardless of consent
|
▪
|
Three-year minimum term
|
▪
|
Storage for two years included in Document Loading, Storage and Access fee. Archive fee of $__ per document per year for three years and greater, if desired
|
SERIES PORTFOLIOS TRUST
on behalf of the series listed on Appendix A
|
|
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
|
||
|
|
|
|
|
By:
|
/s/ Ryan L. Roell
|
|
By:
|
|
Name:
|
Ryan L. Roell
|
|
Name:
|
|
Title:
|
President and Principal Executive Officer
|
|
Title:
|
|
Series of Series Portfolios Trust
|
|
|
|
Kayne Anderson Renewable Energy Fund
|
1.30%
|
|
|
1.
|
RULE 12B-1 AGREEMENTS
|
Series of Series Portfolios Trust
|
|
Rule 12b-1 Fee
|
Kayne Anderson Renewable Infrastructure Fund
|
|
|
Class A
|
|
0.25% of average daily net assets
|
Series of Series Portfolios Trust
|
|
12b-1 Fee
|
Kayne Anderson Renewable Infrastructure Fund
|
|
|
Class A
|
|
0.25% of average daily net assets
|
|
|
|
|
|
|
1.
|
Front-end sales charges or CDSCs;
|
2.
|
Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;
|
3.
|
Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;
|
4.
|
SEC and blue sky registration fees incurred separately by a particular Class;
|
5.
|
Litigation or other legal expenses relating solely to a particular Class;
|
6.
|
Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular Class;
|
7.
|
Expenses of administrative personnel and services as required to support the shareholders of a particular Class;
|
8.
|
Audit or accounting fees or expenses relating solely to a particular Class;
|
9.
|
Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and
|
10.
|
Any other expenses, excluding advisory or custodial fees or other expenses related to the management of a Fund’s assets, subsequently identified that should be properly allocated to a particular Class, which shall be approved by the Trust’s Board of Trustees (the “Board”) and a majority of the trustees of the Board who are not interested trustees (each, a “Disinterested Trustee”).
|
|
Maximum Initial Sales Charge
|
Contingent Deferred Sales Charge
|
Maximum Annual
Rule 12b-1 Distribution Fee
|
Maximum Annual Shareholder Servicing Fee
|
Conversion Features
|
Exchange Privileges
|
Redemption Fees
|
Kayne Anderson Renewable Energy Fund
|
5.50%
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
|
Maximum Initial Sales Charge
|
Contingent Deferred Sales Charge
|
Maximum Annual
Rule 12b-1 Distribution Fee
|
Maximum Annual Shareholder Servicing Fee
|
Conversion Features
|
Exchange Privileges
|
Redemption Fees
|
Kayne Anderson Renewable Energy Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
A.
|
General
|
•
|
Place client interests ahead of KACALP’s interests – As a fiduciary, KACALP must serve in its clients’ best interests. In other words, employees may not benefit at the expense of advisory clients. This concept is particularly relevant when employees are making personal investments in securities traded by advisory clients.
|
•
|
Engage in personal investing that is in full compliance with KACALP’s Code of Ethics – Employees must review and abide by KACALP’s Personal Securities Transactions and Insider Trading/Ethical Walls Policies. The Personal Securities Transactions Policy and the Insider Trading/Ethical Walls Policy are incorporated into the Code of Ethics by reference.
|
•
|
Avoid taking advantage of your position – Employees should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence (or appear to influence) their decision-making or make them feel beholden to a person or firm.
|
•
|
Employ any device, scheme, or artifice to defraud the fund;
|
•
|
Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
|
•
|
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or
|
•
|
Engage in any manipulative practice with respect to the fund.
|
1.
|
Certification of Compliance
|
•
|
Initial Certification. KACALP provides all employees with a copy of the Regulatory Compliance Manual at the time of initial employment. KACALP requires all new employees to certify in writing that they have (i) received a copy of the Manual; (ii) read and understand all provisions of the Manual; and (iii) agreed to comply with the terms of Manual including the Code of Ethics (the “Code”).
|
•
|
Acknowledgement of Amendments. KACALP provides all employees with any material amendments to the Code. KACALP requires all employees to certify in writing they have received, read, and understood the amendments to the Code.
|
•
|
Annual Certification. Annually, all employees certify that they have read, understood, and complied with the Code of Ethics. The certification includes a representation that the employee has made all reports required by the Code and has not engaged in any prohibited conduct.
|
2.
|
Recordkeeping. Effective with the January 7, 2005 implementation date of rule 204A-1, KACALP maintains the following records in a readily accessible place:
|
•
|
A copy of each Code that has been in effect at any time during the past five years;
|
•
|
A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
|
•
|
A record of all written acknowledgments of receipt of the Code and amendments for each person who is currently, or within the past five years was deemed an Access Person. These records are kept for five years after an individual ceases to be an Access person of KACALP;
|
•
|
Holdings and transaction reports made pursuant to the Code;
|
•
|
A list of the names of persons who are currently, or within the past five years, were Access Persons;
|
•
|
A record of any decision and supporting reasons for approving acquisition of securities by Access Persons in limited offerings for at least five years after the end of the fiscal year in which approval was granted; and
|
•
|
A record of any decisions that grant an Access person a waiver from or exception to the Code.
|
3.
|
Administration and Enforcement of the Code
|
•
|
Form ADV Disclosure. KACALP includes a description of its Code of Ethics in Form ADV, Part 2A, and provides a copy of this Code to any client or prospective client upon request.
|
•
|
Training and Education. The CCO or his designee periodically conducts training regarding the Code of Ethics. Employees are required to attend training sessions and/or read all applicable materials.
|
•
|
Annual Review. The CCO, at least annually, reviews the adequacy of the Code and the effectiveness of its implementation.
|
•
|
Reporting Violations. KACALP requires all employees to promptly report any apparent or suspected violations, in addition to actual or known violations of the Code of Ethics to the CCO or GC. Reports are treated confidentially to the extent permitted by law, and investigated promptly and appropriately. Reports may be submitted anonymously.
|
•
|
Types of Reporting. Employees should report the following types of violation: non- compliance with applicable laws, rules and regulations; fraud or illegal acts involving any aspect of the firm’s business; material misstatements in regulatory filings, internal books and records, client records or reports; activity that is harmful to clients, including fund shareholders; and deviations from required controls and procedures that safeguard clients and the firm.
|
•
|
Retaliation. Retaliation against an individual who reports a violation is prohibited and constitutes an additional independent violation of the Code.
|
4.
|
Sanctions. Any violation of the Code by an employee can result in sanctions as deemed appropriate by Senior Management. Sanctions can include but are not limited to a letter of reprimand, disgorging of any profits made, temporary or permanent suspension of trading for any employee or related accounts, monetary fines or suspension or termination of employment.
|
5.
|
Waivers to Policy. Upon written request to Compliance, Compliance may waive any non- regulatory imposed constraint for sufficient business reasons. Waivers and supporting rationale will be maintained by the CCO.
|
B.
|
Officers, Trustees or Directors of Outside Organizations
|
•
|
Full- or part-time service as an officer, director, partner, manager, consultant, trustee, advisory board member, or employee of another business organization (including acting as a director of a publicly traded company)
|
•
|
Service on a creditors committee for a business
|
•
|
Any agreement to be employed or to accept directly or indirectly compensation in any form (such as a commission, salary, fee, bonus, contingent compensation, etc.)
|
C.
|
Anti-Bribery Policy/Foreign Corrupt Practices Act Policy
|
1.
|
Introduction
|
2.
|
Compliance with U.S. Foreign Corrupt Practices Act
|
3.
|
Overview of the FCPA
|
4.
|
Policy Overview
|
•
|
Bribes and kickbacks
|
•
|
Gifts or entertainment or other business promotional activities
|
•
|
Covering or reimbursing an official's expenses
|
•
|
Offers of employment or other benefits to a family member or friend of a foreign official
|
•
|
Political party and candidate contributions
|
•
|
Charitable contributions and sponsorships
|
•
|
Any other payment made or offered to obtain an undue business advantage.
|
D.
|
Gifts and Entertainment
|
•
|
Gifts. No employee may receive any gift, service, or other things of more than a
|
•
|
Cash. No employee may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of KACALP without approval from Compliance.
|
•
|
Entertainment. No employee may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of KACALP.
|
E.
|
Charitable Contributions
|
F.
|
Political Contributions
|
a.
|
Political Contributions by Employees: The SEC has adopted a “pay-to-play” anti- fraud rule for advisers. The rule prohibits advisers from seeking to influence the award of advisory contracts by a “government entity” (e.g., public pension plans) through political contributions to or for those officials who are in a position to influence the awards.
|
•
|
A two-year time out. The two-year “time-out” prohibits an adviser from receiving compensation from a government entity for two years after the adviser or its covered associate makes a political contribution to a covered official of the
|
•
|
The adviser is prohibited from paying third-party solicitor, placement agents, and other consultants to solicit government entities for advisory business.
|
•
|
The adviser and its covered associates are prohibited from coordinating (or soliciting any person or PAC to make) any: (1) contribution to an official of a government entity to which the adviser is providing or seeking to provide advisory services, or (2) payment to a political party of a state or locality where the adviser is providing or seeking to provide advisory services to a government entity.
|
b.
|
General Prohibition: All employees (and their immediate family members) are prohibited from making any contributions or gifts to, or soliciting or coordinate any contributions or gifts for, any of the following:
|
•
|
Any incumbent US state or local officeholder (including one who is a candidate for federal office);
|
•
|
Any candidate or elections winner for US state or local office;
|
•
|
Any staff member or employee of a US public pension fund, or any elected or appointed trustee, fiduciary, or other official whose official duties involve responsibility for such a fund; and
|
•
|
KACALP’s facilities, personnel, equipment or other corporate resources and funds, may not be used in connection with any national, federal, state or local election or other political activities.
|
c.
|
Permissible Contributions: Political contributions to US federal officeholders and candidates that fall outside of the following exemptions will require pre-clearance from Compliance:
|
•
|
If you are entitled to vote for the federal government official or candidate, you may contribute $350 or less to the official, per election (no pre-clearance required);
|
•
|
If you are not entitled to vote for the federal government official or candidate, you may contribute $150 or less to the official, per election (no pre-clearance required);
|
•
|
Any political contributions outside of the above parameters require pre-clearance; and
|
•
|
Donations to Political Action Committees (PACs) are permissible subject to the pre- clearance thresholds, unless the donation is a means to circumvent what the policy prohibits directly (e.g., contributions earmarked or known to benefit a particular political official). See General Prohibition above.
|
d.
|
Reporting:
|
e.
|
Lobbying:
|
G.
|
Conflicts of Interest
|
VI.
|
PERSONAL SECURITIES TRANSACTIONS
|
A.
|
General
|
B.
|
Prohibited Transactions
|
1.
|
General Rule. Employees may not trade securities in the public markets in the asset classes in which KACALP is generally active, including but not limited to energy related master limited partnerships and affiliates, midstream companies, marine transportation companies, US and Canadian royalty trusts, and high yield bonds. As deemed appropriate, Compliance may grant exceptions to this general rule. The determination of whether or not a security falls within the scope of KACALP’s activities shall be made by Compliance, only after consultation with the portfolio managers who Compliance reasonably believes may engage in client transactions in the same asset class.
|
2.
|
Pre-Clearance. Employees may not trade securities for which the transaction pre-clearance procedures, as applicable, set forth below, have not been satisfied.
|
3.
|
Limit Orders. The placing of any trade as a limit order is generally prohibited. All trades must be placed as market orders.
|
4.
|
Initial Public Offerings. No employee may acquire beneficial ownership of equity securities in an initial public offering until after the public offering and then only at the prevailing market price.
|
5.
|
Private Placements. Employees wishing to acquire beneficial ownership of securities through a private placement must have written approval to do so from Compliance. In determining whether to grant the approval, Compliance determines whether or not the employee’s acquisition of the security precludes advisory clients from purchasing the security. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more client accounts (or KACALP), and that the investment is not being offered to the employee (exclusive of KACALP) strictly by virtue of the employee’s position with KACALP.
|
6.
|
Ban on Short-Term Trading. Employees who purchase securities covered by the pre- clearance procedures below are required to do so with a bona fide intent to hold for 90 days or more, from the time the position is established. Compliance may make an exception, but only on an isolated basis where there is a demonstrated unanticipated and immediate need for liquidity or a very significant change in market conditions for the particular security. Profiting from the purchase and sale, or the sale and purchase, within 90 calendar days of the trade date, of the same securities and/or related securities is prohibited. Any such short-term trade must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by Compliance. Securities exempt from the pre- clearance procedures below are not required to be held for 90 days, but regular short-term trading is discouraged. Senior Management reserves the right to suspend or cancel the ability of an employee to engage in all personal trading if such short-term trading has the potential to interfere with the employee’s performance, or if an abusive trend of trading is discovered.
|
7.
|
Front-Running. KACALP strictly forbids “front-running” client accounts, which is a practice generally understood to be employees personally trading ahead of client accounts.
|
8.
|
Blackout Period. Ability to engage in certain investments may be prohibited or restricted during “blackout” periods described below:
|
•
|
You may not purchase or sell a security at a time when you intend or know of another’s intention to purchase or sell that same security on behalf of a client.
|
•
|
If you are a member of the Investment team, you may not purchase or sell a security which you are considering or which you have considered and rejected for purchase or sale for a client within the previous 14 calendar days of the trade date, unless the CCO has approved your request.
|
•
|
If you are member of the Investment team (i.e., portfolio manager, analyst or trader), you may not purchase or sell a security within 14 calendar days before or after the trade date of a transaction in that security by a client for which you are responsible.
|
9.
|
Margin Transactions. Employees are prohibited from purchasing KACALP’s publicly traded securities (KMF and KYN) on margin.
|
C.
|
Transaction Pre-Clearance Procedures
|
1.
|
Written Pre-Clearance. Employees must obtain prior approval from Compliance for all reportable personal securities transactions BEFORE executing such transactions.
|
2.
|
Securities Covered. The pre-clearance policy applies to any, stock, bond, debenture, future, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement(including partnerships and limited liability companies),collateral-trust certificate, fractional undivided interest in oil, gas, or other mineral rights, options for non-exempt securities, closed-end funds, or in general, any interest or instrument commonly known as a security or as defined in Section 2(a) (36) of the Investment Company Act.
|
3.
|
Exempt Securities. The term “exempt security” means any security not included within the definition of Covered Security in SEC Rule 17j-1(a)(4) under the Investment Company Act and notwithin the definition of Reportable Security in Rule 204A-1(e)(10) under the Advisers
|
4.
|
Beneficial Ownership. Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.
|
•
|
Securities held by members of employees’ immediate family or partner sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included.
|
•
|
Employees’ interests as a general partner in securities held by a general or limited partnership.
|
•
|
Employees’ interests as a manager/member in the securities held by a limited liability company.
|
•
|
Ownership of securities as a trustee where either the employee or members of the employees’ immediate family have a vested interest in the principal or income of the trust.
|
•
|
Ownership of a vested beneficial interest in a trust.
|
•
|
An employee’s status as a settler of a trust, unless the consent of all of the beneficiaries is required in order for the employee to revoke the trust.
|
5.
|
Exempt Transactions. The following transactions are considered exempt transactions and do not require pre-clearance:
|
•
|
Any transaction in an account over which the employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside
|
•
|
Any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager.
|
•
|
Purchases of securities through DRIPS (dividend reinvestment plans).
|
•
|
Purchases of securities by the exercise of rights issued to holders of a class of securities on a pro-rata basis.
|
•
|
Acquisitions or dispositions of securities as a result of a stock dividend, stock split, or other mandatory corporation actions.
|
•
|
Purchases or sales of ETFs (subject to quarterly reporting requirements).
|
•
|
Purchases or sales of interests in any private fund managed by KACALP and available generally to KACALP’s clients.
|
•
|
Other purchases or sales which are non-volitional on the part of the employee (e.g. an in-the-money option that is automatically exercised by the broker; a security that is called away as the result of an exercise of an option; or a security that is sold by a broker without employee consultation to meet margin call not met by the employee).
|
D.
|
Application of Personal Securities Transactions Policy
|
E.
|
Monitoring of Personal Securities Transactions
|
•
|
An assessment of whether the Access Person followed required internal procedures, such as pre-clearance;
|
•
|
Periodically analyzing the Access Person’s trading for patterns that may indicate abuse, including market timing.
|
F.
|
Holdings/Transactions Reporting
|
1.
|
Initial Holdings Report. Employees may only personally trade securities through a registered broker/dealer or through a company sponsored DRIP. Each employee must require its broker/dealer to send to KACALP’s Compliance Department duplicate brokerage account statements and trade confirmations.
|
•
|
A list of securities, including the title, number of shares, or principal amount (if fixed income securities) of each covered security in which the employee has any direct or indirect beneficial interest or ownership as of the date the employee became an employee;
|
•
|
The name of any broker, dealer or bank with whom the employee maintains an account, or in any other account in which securities held for the direct or indirect benefit or ownership of the employee; and
|
•
|
The date the report is submitted to the CCO by the employee.
|
•
|
The date of each transaction, the name of the security purchased and/or sold, the interest rate and maturity date (if applicable), the number of shares and/or the principal amount of the security involved;
|
•
|
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
•
|
The price at which the covered security was effected;
|
•
|
The name of the broker, dealer or bank through whom the transaction was effected;
|
•
|
In addition to the securities transaction data, the report will contain representations that the employee (i) during the period, has not purchased or sold any securities not listed on the report; (ii) has not opened a securities brokerage account during the period which has not been reported to KACALP, and (iii) agrees to notify KACALP if he/she opens a personal securities account which has not otherwise been disclosed to KACALP; and
|
•
|
The date the reports submitted to the CCO by the employee. (Note: The report must be submitted to the CCO within 30 calendar days following the end of the quarter.)
|
•
|
An assessment of whether the employee followed required internal procedures, such as pre-clearance;
|
•
|
Periodically analyzing the employee’s trading for patterns that may indicate abuse, including marketing timing.
|
3.
|
Exceptions from Reporting Requirements. Employees must identify the existence any accounts that hold any securities (including exempt securities) in which the employee has a Beneficial Interest. However, employees are not required to submit the following:
|
•
|
Quarterly Transaction Reports for transactions effected pursuant to an Automatic Investment Plan; or
|
•
|
Any reports with respect to securities held in accounts over which the employee has no direct or indirect influence or control, such as an account managed by an
|
4.
|
Annual Securities Holdings Report. Every employee must submit an Annual Personal Securities Holdings Report via ComplySci listing all covered securities held by the employee as of December 31 of each year. The report must be submitted not later than 30 calendar days following year-end. The Annual Personal Securities Holding Report must contain the following information:
|
•
|
The title, number of shares or principal amount (if fixed income securities) of each covered security in which the employee had any direct or in-direct beneficial ownership interest or ownership;
|
•
|
The name of any broker, dealer or bank with whom the employee maintains an account in which any covered securities are held for the direct or indirect benefit of the employee; and
|
•
|
The date the annual report is submitted by the employee to the CCO.
|
5.
|
Duplicate Confirmations and Statements. All employees are required to direct their brokers to provide to Compliance, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts. Employees need not submit duplicate copies of statements and confirmations for those accounts eligible for one of several electronic feeds KACALP has established with various broker-dealers. Electronic feeds are used to facilitate the Compliance department’s review and monitoring of employee personal trading activity.
|
G.
|
Reporting Material Changes to the Personal Securities Transactions Policy
|
VII.
|
INSIDER TRADING/ETHICALWALLS
|
A.
|
General
|
B.
|
Insider Trading Policy
|
1.
|
Material Information. Information is material if there is a reasonable likelihood that a person would consider the information important in making an investment decision or the information, if made public, would likely affect the market price of a company’s securities. Material information may include:
|
(a)
|
sales and earnings results or estimates (or changes thereto if previously published);
|
(b)
|
significant losses of client accounts;
|
(c)
|
proposed mergers, acquisitions, divestitures or joint ventures;
|
(d)
|
stock repurchase plans and stock splits;
|
(e)
|
securities offerings;
|
(f)
|
litigation and investigations;
|
(g)
|
changes in control or extraordinary management developments;
|
(h)
|
extraordinary borrowings or other liquidity problems; and
|
(i)
|
other similar items.
|
2.
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Tipping. U.S. law also prohibits individuals from disclosing material, non-public information to another person (i.e. tipping) so that such person may purchase or sell securities on the basis of such information. Consequently, employees may not disclose non-public information, including information obtained as a result of activities outside of KACALP, to: (i) any person not employed by KACALP, or (ii) any person employed by KACALP unless such employee needs to know the information for business purposes. Employees and independent directors of the public funds who hold seats on the boards of other public companies should take special care to avoid disclosing material, non-public information regarding such other public companies to other KACALP employees. In certain circumstances, it may be necessary to establish ethical walls pursuant to KACALP’s Ethical Wall Policy in order to wall off the person in possession of material non- public information.
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3.
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Sanctions. Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of
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4.
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Trading Windows. All directors, officers, and employees shall only be permitted to purchase or sell KACALP’s publicly traded securities (KMF and KYN) as set forth below or as otherwise determined by KACALP’s GC and CCO.
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C.
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Ethical Wall Policy
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1.
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General. KACALP has implemented the following policy and procedures to prevent the misuse and the appearance of misuse of confidential non-public information. When KACALP begins
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2.
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Policy Operation. To control access to non-public information, a formal Ethical Wall has been erected within KACALP, as follows:
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Each of the private transaction groups within KACALP is surrounded by an Ethical Wall. The private transaction groups encompass those persons who are engaged in creating, structuring, negotiating and consummating private investments. As of the date of the update of this Policy, the following private transaction groups are surrounded by an Ethical Wall: Credit Opportunities (which includes both the Mezzanine and Senior Credit teams), Energy Private Equity, Growth Private Equity, MLP Private Funds, the PIPE Transaction Team within the Public Closed-End Funds Group, and Real Estate Private Equity.
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3.
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Crossing the Ethical Wall. Certain KACALP personnel are required to transcend the Ethical Wall. The Chairman, CEO/CIO, CFO, CAO, GC, and CCO, when performing their overall management, compliance or counseling responsibilities, are required to have ongoing contact with senior personnel across KACALP. These discussions occasionally may require that non-public information about transactions or issuers be communicated. Such personnel who have obtained non-public information from a walled-off area in the course of their exercise of general managerial, compliance or counseling responsibilities may not participate in or use that information to influence trading decisions or strategies, research analyses or recommendations or other activities involving the affected issuers, nor may they pass that information to others for use in such activities.
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i.
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A senior member of the private transaction group must consider whether the need to disclose such information to the employee outweighs the risk and consequences of bringing him or her over the wall (including the fact that the activities of the employee brought over the wall in his/her normal role may be limited after receiving such information).
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ii.
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Prior to any employee being brought over the wall, a senior member of the transaction team must obtain approval (which may be written or verbal) from the GC or CCO.
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iii.
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Prior to being brought over the wall and being granted access to any materialnon- public information, the GC or CCO shall have that employee agree that he/she has read and that he/she will comply with all aspects of KACALP’s Insider Trading/Ethical Walls Policy. E-mail will suffice when obtaining the employee’s written acknowledgement.
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iv.
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Once over the wall, the employee will be treated similarly to any other member of the private transaction group with respect to the issuer and information in question. The employee must treat and safeguard any material non-public information conveyed to him or her as set forth in this Policy.
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v.
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Disclosure of material non-public information to the employee should be limited to information that is necessary to accomplish the purpose of bringing the employee over the wall.
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4.
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Ethical Wall Safeguards. Personnel on the knowledgeable side of the Ethical Wall must conduct all oral and written business protected by the Ethical Wall outside of the trading area and other common areas;
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•
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are strongly encouraged to conduct such business and communications in a closed office; and
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must not attempt to communicate any trading strategies or trading intentions regarding issuers that are protected by the Ethical Wall.
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D.
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Gray List, Restricted List, and Amber List
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1.
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Placing Issuers on the Restricted List. Generally, an issuer will be placed on the Restricted List if KACALP personnel are aware of confidential non-public information in connection with a proposed transaction that has a more likely than not prospect of being consummated. The senior officers of each private transaction group (or a designee thereof) will notify the GC and /or CCO that an issuer should be placed on the restricted list. In cases where confidential non-public information concerning an issuer is material to an investment decision with respect to another issuer, the latter issuer should be included in the Restricted List at the time the former issuer is included in the Restricted List. Unless the GC and/or CCO determine that an issuer should not be placed on the Restricted List, the GC and/or CCO will notify Compliance and Risk Management via email. Compliance or Risk Management will then add the issuer to the Restricted List maintained in the Firm’s order management system, which restricts these issuers from being bought or sold.
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2.
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Placing Issuers on the Gray Lists. An issuer should be placed on a Gray List in cases where KACALP personnel become aware of confidential non-public information concerning a public company but no transaction is more likely than not to be consummated in connection therewith. For the avoidance of doubt, where an executed confidentiality agreement has been entered into with a company, such company will be added to the Gray List. The senior officers of each private transaction group will notify the GC and/or the CCO that an issuer should be placed on the Gray List. Unless the GC or CCO determines that an issuer should not be placed on the Gray List, the GC and/or CCO will notify Compliance via email.
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3.
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Removing Issuers from the Restricted or Gray List. The senior officers of each private transaction group (or a designee thereof) will notify either the GC and/or the CCO that an issuer that they placed on the Restricted List should be removed from the Restricted List. Issuers can be removed from the Restricted List when a deal has been consummated and announced or if the deal has been terminated. The GC and/or the CCO will notify Compliance and Risk Management via email of their decision. Compliance or Risk Management will then take the appropriate action of updating the Restricted List.
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4.
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Effect of Inclusion on the Gray Lists and Restricted List. The Gray List and Restricted List are primarily designed to prevent misuse or the appearance of misuse of confidential non- public information. Each issuer shall be added to the Restricted or Gray List (as appropriate) within KACALP’s ComplySci system (KACALP’s employee security trading and pre- clearance system) and KACALP employees will not be allowed to purchase or sell securities of issuers on the Gray Lists or Restricted List for their own account. While inclusion on the Restricted List prohibits transactions in funds and accounts under management, trades may be effected in issuers on the Gray List in accordance with this Policy and as permitted by the GC and CCO. Affected personnel should not disclose to anyone else within KACALP any information regarding the halting of specific trades due to inclusion on the Restricted or Gray List. However, such disclosure is allowed if the GC or CCO has specifically authorized such disclosure on the ground that it is clear no material non-public information would be communicated by such disclosure.
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5.
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Amber List. Depending on the nature of due diligence conducted during the evaluation of a particular transaction, such private transaction group may receive financial projections with respect to a particular issuer or company. As a general rule, financial projections received in connection with due diligence will be considered stale six months from the date of receipt in the absence of a basis to conclude otherwise including the filing of an 8-K in connection with M&A activity, filing of a 10-Q or other material earnings announcement, filing of an S-1, or another material event (e.g. change in control) as appropriate. During such six month period, those in possession of such projections are prohibited from discussing such issuer (other than possibly general commentary) with those on the public side of the Ethical Wall.
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•
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Are not to trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.
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•
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Are not to cause a securities transaction to be effected without first confirming that the issuer is not on the Restricted List.
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Are not to engage in securities transactions of any company, except in accordance with KACALP’s Personal Securities Transactions Policy and the securities laws.
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•
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Are not to discuss any potentially material, non-public information with colleagues, except as specifically required by their position.
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Are immediately to report the potential receipt of non-public information to the CCO and GC.
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•
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In cases not involving prohibited insider trading, the GC may authorize a transaction in a security of an issuer then included in the Restricted List. Such authorization shall be in writing and explain the basis for allowing such transaction.
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