Exhibit (k)(i)
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
THIS AGREEMENT is made as of this 10 day of June, 2004, by and between
Blue Rock Market Neutral Fund, LLC, a Delaware limited liability company (the
"Fund"), and UMB Fund Services, Inc., a Wisconsin corporation (the
"Administrator").
WHEREAS, the Fund is a limited liability company which is registered as a
closed-end management investment company under the provisions of the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Fund is authorized to offer and sell membership interests in
the Fund representing interests in a separate portfolio of securities and other
assets (the "Interests") in reliance on exemptions provided in the Securities
Act of 1933 (the "Securities Act") and state securities laws for transactions
not involving any public offering; and
WHEREAS, in pursuit of its investment objective, the Fund will invest its
assets primarily in private investment funds ("Portfolio Funds"); and
WHEREAS, the Fund and the Administrator desire to enter into an agreement
pursuant to which the Administrator shall provide certain administration, fund
accounting and recordkeeping services to the Fund.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT
The Fund hereby appoints the Administrator as administrator, fund
accountant and record keeper of the Fund for the period and on the terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. SERVICES
(a) Subject to the direction and control of the Fund's manager and
investment advisor, Blue Rock Advisors, Inc. (the "Manager") and utilizing
information provided by the Fund and its agents and service providers, the
Administrator will provide the services listed on SCHEDULE A hereto. The duties
of the Administrator shall be confined to those expressly set forth therein, and
no implied duties are assumed by or may be asserted against the Administrator
hereunder.
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(b) The Manager of the Fund shall cause the investment adviser(s) and
sub-advisers (each a "Portfolio Manager"), prime broker and/or custodian, legal
counsel, independent accountants and other service providers and agents, past or
present, for the Fund to cooperate with the Administrator and to provide the
Administrator with such information, documents and advice relating to the Fund
as necessary and/or appropriate or as requested by the Administrator, in order
to enable the Administrator to perform its duties hereunder. In connection with
its duties hereunder, the Administrator shall (without investigation or
verification) be entitled and is hereby instructed to, rely upon any and all
instructions, advice, information or documents provided to the Administrator by
an officer or representative of the Manager or the Fund or by any of the
aforementioned persons. The Administrator shall be entitled to rely on any
document that it reasonably believes to be genuine and to have been signed or
presented by the proper party. Fees charged by such persons shall be an expense
of the Fund. The Administrator shall not be held to have notice of any change of
authority of any officer, agent, representative or employee of the Manager, the
Fund, investment adviser(s), Portfolio Managers or service provider until
receipt of written notice thereof from the Fund. As used in this Agreement, the
term "Investment Adviser" includes all Portfolio Managers or persons performing
similar services.
(c) The Administrator hereby agrees that all records which it maintains
for the Fund pursuant to its duties hereunder are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records upon the
Manager's request.
(d) It is understood that in determining security valuations, the
Administrator employs one or more pricing services, as directed by the Fund, to
determine valuations of portfolio securities for purposes of calculating net
asset values of the Fund. The Fund shall identify to the Administrator the
pricing service(s) to be utilized on behalf of the Fund. The Administrator shall
price the securities and other holdings of the Fund for which market quotations
or prices are available by the use of such services. For those securities where
prices are not provided by the pricing service(s) utilized by the Administrator,
the Fund shall approve, in good faith, the method for determining the fair value
of the securities. The Fund's investment adviser shall determine or obtain the
valuation of the securities in accordance with those procedures and shall
deliver to the Administrator the resulting prices for use in its calculation of
net asset values. With respect to the underlying Portfolio Funds in which the
Fund invests, the Administrator shall price such investments based on the
valuations provided to it by the Manager and/or the Portfolio Managers. The
Administrator is authorized to rely on the prices provided by such service(s) or
by the Fund's investment adviser(s), Portfolio Managers or other authorized
representative of the Fund without investigation or verification.
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(e) The Fund's Manager and investment adviser(s) have and retain primary
responsibility for all compliance matters relating to the Fund, including but
not limited to compliance with all applicable provisions of the Securities Act,
the 1940 Act, the Securities Exchange Act of 1934, state securities laws, the
Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2002, the
Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating
to the portfolio investments as set forth in the Confidential Memorandum dated
_______________, 2004, and any successor thereto (the "Offering Memorandum").
The Administrator's monitoring and other functions hereunder shall not relieve
the Manager and the investment adviser(s) of their primary day-to-day
responsibility for assuring such compliance.
(f) The Fund hereby certifies that it has undertaken (or will undertake
in a timely manner) all filings and other actions necessary to permit the Fund
to lawfully offer and sell Interests in the Fund without registration under the
Securities Act and the applicable securities laws of each state and territory in
which the Fund intends to offer and sell Interests. The Fund is not delegating
to the Administrator any responsibility to monitor or otherwise take any actions
with respect to the qualification for or maintenance of any applicable Federal
or state securities law exemptions.
(g) The Administrator shall perform its duties hereunder in compliance
with all applicable laws and regulations, including, to the extent applicable,
the Securities Act, the Securities Exchange Act of 1934 and the 1940 Act.
3. FEES; DELEGATION; EXPENSES
(a) In consideration of the services rendered pursuant to this Agreement,
the Fund will pay the Administrator a fee, computed and payable monthly based on
monthly net assets, plus out-of-pocket expenses, each as provided in SCHEDULE B
hereto. In addition, to the extent that the Administrator corrects, verifies or
addresses any prior actions or inactions by the Fund or by any other service
provider, the Administrator shall be entitled to additional fees as provided in
SCHEDULE B. Fees shall be adjusted in accordance with SCHEDULE B or as otherwise
agreed to by the parties from time to time. The parties may amend this Agreement
to include fees for any additional services requested by the Fund, enhancements
to current services, or to add funds for which the Administrator has been
retained. The Fund agrees to pay the Administrator's then current rate for
services not contemplated by SCHEDULE A, or for enhancements to existing
services currently provided, after the execution of this Agreement.
(b) For the purpose of determining fees payable to the Administrator, net
asset value shall be computed in accordance with the Fund's Limited Liability
Company Agreement, the Offering Memorandum and the resolutions of the Fund's
Manager, if any. The fee for the period from the day of the month charges begin
accruing under this Agreement until the end of that month shall be pro-rated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of any month, the fee for
such part of a month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. Should the Fund be liquidated, merged with or
acquired by another fund or investment company, any accrued fees shall be
immediately payable.
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(c) The Administrator will bear all expenses incurred by it in connection
with the performance of its services under Section 2, except as otherwise
provided herein. The Administrator shall not be required to pay or finance any
costs and expenses incurred in the operation of the Fund, including, but not
limited to: taxes; interest; brokerage fees and commissions; salaries, fees and
expenses of the Manager or any officers; any Securities and Exchange Commission
(the "Commission") fees and state Blue Sky fees; advisory fees; charges of
custodians, prime brokers, transfer agents, dividend disbursing and accounting
services agents and other service providers; security pricing services;
insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; taxes and fees payable to federal, state
and other governmental agencies; preparation, typesetting, printing, proofing
and mailing of prospectuses, statements of additional information, Offering
Memoranda or notices, forms or applications and proxy materials for regulatory
purposes and for distribution to prospective or current members; preparation,
typesetting, printing, proofing and mailing and other costs of shareholder
reports; expenses in connection with the electronic transmission of documents
and information including electronic filings with the Commission and the states;
research and statistical data services; expenses incidental to holding meetings
of the Fund's members and Manager; fees and expenses associated with internet,
e-mail and other related activities; expenses incurred for distribution of
Interests and extraordinary expenses. The Administrator shall not be required to
pay any Blue Sky fees or take any related Blue Sky actions except as set forth
on SCHEDULE A, and then not unless and until it has received the amount of such
fees from the Fund.
(d) Except as otherwise specified, fees payable hereunder shall be
calculated in arrears and billed on a monthly basis. The Fund agrees to pay all
fees within thirty days of receipt of each invoice. The Administrator retains
the right to charge interest in the amount of one-half(1/2) percent per month on
any amounts that remain unpaid beyond such thirty day period.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
The Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records relative
to the Fund's members, not to use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, and not to
disclose such information except where the Administrator may be exposed to civil
or criminal proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities or court process, when subject to
governmental or regulatory audit or investigation, or when so requested by the
Fund. In case of any requests or demands for inspection of the records of the
Fund, the Administrator will endeavor to notify the Manager promptly and to
secure instructions from a representative of the Manager as to such inspection,
unless prohibited by law from making such notification. Records and information
which have become known to the public through no wrongful act of the
Administrator or any of its employees, agents or representatives, and
information which was already in the possession of the Administrator prior to
receipt thereof, shall not be subject to this paragraph.
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5. LIMITATION OF LIABILITY
(a) The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from the
Administrator's willful misfeasance, bad faith or negligence in the performance
of its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Furthermore, the Administrator shall not be liable for (i)
any action taken or omitted to be taken in accordance with or in reliance upon
written or oral instructions, advise, data, documents or information (without
investigation or verification) received by the Administrator from or on behalf
of the Manager or an officer or representative of the Fund, or from a
representative of any of the parties referenced in Section 2, (ii) its reliance
on the security valuations without investigation or verification provided by
pricing service(s), the Fund's Manager, a Portfolio Manager or other
representatives of the Fund, (iii) any liability arising from the offer or sale
of any Interest by the Fund in reliance on exemptions from registration under
the Securities Act and the applicable securities laws of each state and
territory in which the Fund intends to offer and sell Interests, or (iv) any
action taken or omission by the Fund, the Manager, investment adviser(s),
Portfolio Managers or any past or current service provider.
(b) The Administrator assumes no responsibility hereunder, and shall not
be liable, for any default, damage, loss of data or documents, errors, delay or
any other loss whatsoever caused by events beyond its reasonable control. The
Administrator will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond its
control.
(c) The Fund agrees to indemnify and hold harmless the Administrator, its
employees, agents, officers, directors, affiliates and nominees (collectively,
the "Indemnified Parties") from and against any and all claims, demands, actions
and suits, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character which may be asserted against or incurred by any
Indemnified Party or for which any Indemnified Party may be held liable (a
"Claim") arising out of or in any way relating to (i) the Administrator's
actions or omissions except to the extent a Claim resulted from the
Administrator's willful misfeasance, bad faith, or negligence in the performance
of its duties hereunder or from reckless disregard by it of its obligations and
duties hereunder; (ii) the Administrator's reasonable reliance on,
implementation of or use of (without investigation or verification) advice,
instructions, requests, directions, information, data, records and documents
received by the Administrator from any party referenced in Section 2 hereof or
other representative of the Fund, (iii) any material breach of any of the Fund's
obligations, representations or warranties hereunder, or (iv) any action taken
by or omission of the Fund, its Manager, any Portfolio Managers, investment
adviser(s) or any past or current service provider.
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(d) The Administrator agrees to indemnify and hold harmless the Fund, its
employees, officers and directors (collectively, the "Indemnified Parties") from
and against any and all Claims arising out of or in any way relating to the
Administrator's willful misfeasance, bad faith or negligence in the performance
of its duties hereunder or from reckless disregard by it of its obligations and
duties under this Agreement.
(e) In no event and under no circumstances shall the Administrator, its
affiliates or any of its or their officers, directors, members, agents or
employees be liable to anyone, including, without limitation, the other party,
under any theory of tort, contract, strict liability or other legal or equitable
theory for lost profits, exemplary, punitive, special, indirect or consequential
damages, for any act or failure to act under any provision of this Agreement,
PROVIDED, HOWEVER, that there shall be no limitation on the Administrator's and
its affiliates' liability for indirect or consequential damages caused by the
Administrator's gross negligence or reckless disregard of its duties hereunder,
or the Administrator's willful acts or omissions in performing its duties
hereunder, except as otherwise limited by this Section 5 or otherwise in this
Agreement. The indemnity and defense provisions set forth in this Section 5
shall indefinitely survive the termination and/or assignment of this Agreement.
6. TERM
(a) This Agreement shall become effective as of the date this Agreement
is executed and shall continue in effect until terminated as provided herein.
Either party may terminate this Agreement at any time by giving the other party
a written notice not less than sixty (60) days prior to the date the termination
is to be effective.
(b) 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 Administrator and the Fund.
(c) Notwithstanding anything herein to the contrary, upon the termination
of this Agreement or the liquidation of the Fund, the Administrator shall
deliver the records of the Fund in the form maintained by the Administrator (to
the extent permitted by applicable license agreements) to the Manager or
person(s) designated by the Manager at the Fund's cost and expense, and
thereafter the Manager or its designee shall be solely responsible for
preserving the records for the periods required by all applicable laws, rules
and regulations. The Administrator shall be entitled to maintain a copy of such
records for the sole purpose of defending itself against any action arising
under or as a result of this Agreement or as otherwise required or permitted by
law. The Fund shall be responsible for all expenses associated with the movement
(or duplication) of records and materials and conversion thereof to a successor
fund accounting and administrative services agent, including all reasonable
trailing expenses incurred by the Administrator. In addition, in the event of
termination of this Agreement, or the proposed liquidation or merger of the
Fund, and the Fund requests the Administrator to provide additional services in
connection therewith, the Administrator shall provide such services and be
entitled to such compensation as the parties may mutually agree.
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(d) Notwithstanding any other provision of this Agreement, in the event
of an agreement to enter into a transaction that would result in a Change of
Control, as hereinafter defined, of the Fund's Manager, investment adviser or
sponsor, the Fund's ability to terminate this Agreement pursuant to this Section
6 shall be suspended from the time of such agreement until eighteen months after
the Change of Control. For purposes of this Agreement, a "Change of Control" of
the Manager, investment adviser or sponsor means a change in ownership or
control of more than fifty percent (50%) of the common stock or shares of
beneficial interest of such Manager, investment adviser or sponsor or its parent
company.
7. NON-EXCLUSIVITY
The services of the Administrator rendered to the Fund are not deemed to
be exclusive. The Administrator may render such services and any other services
to others, including other investment vehicles, including hedge funds.
8. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
9. NOTICES
Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows: Notice to the Administrator shall be sent to UMB Fund Services, Inc.,
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX, 00000, Attention: Xxxxx X.
Xxxxxxx, with a copy to General Counsel, and notice to the Fund shall be sent
c/o Blue Rock Advisors, Inc., 3915 IDS Center, 00 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx, XX 00000, Attention: Xxxxxx X. Xxxxxxxxx.
10. ENTIRE AGREEMENT
This Agreement, together with the Schedules attached hereto, constitutes
the entire Agreement of the parties hereto.
11. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument. The facsimile signature of
any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
BLUE ROCK MARKET NEUTRAL FUND FUND, LLC
(the "Fund")
By:---------------------------------------
Authorized Person
UMB FUND SERVICES, INC.
("Administrator")
By:---------------------------------------
Executive Vice President
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SCHEDULE A
TO THE
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
BLUE ROCK MARKET NEUTRAL FUND, LLC
AND
UMB FUND SERVICES, INC.
SERVICES
Subject to the direction and control of the Fund's Manager and utilizing
information provided by the Fund and its agents, the Administrator will:
o provide office space, facilities, equipment and personnel to carry out its
services hereunder;
o compile data for and prepare with respect to the Fund's Semi-Annual Reports
on Form N-SAR;
o prepare and review the financial statement for the Fund's Annual and
Semi-Annual Reports included in Form N-CSR as required under the
Xxxxxxxx-Xxxxx Act; assist in compiling exhibits and disclosures for Form
N-CSR as requested by the Manager;
o provide financial and Fund performance information for inclusion in the
Registration Statement for the Fund (on Form N-2 or any replacement
therefor) and any amendments thereto, subject to the review of Fund
counsel;
o assist in the acquisition of the Fund's fidelity bond required by the 1940
Act, monitor the amount of the bond and make the necessary Commission
filings related thereto;
o assist in the acquisition of D&O insurance;
o on a monthly basis, check the Fund's compliance with the policies and
limitations of the Fund relating to the portfolio investments as set forth
in the Fund's Offering Memorandum, Prospectus and Statement of Additional
Information (but these functions shall not relieve the Fund's investment
adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance);
o develop with legal counsel and the secretary of the Fund an agenda for each
board meeting, coordinate preparation of Board reports and, if requested by
the Board of Managers, attend board meetings and prepare minutes;
o prepare Form 1099s for board members and other Fund vendors;
o upon the advice and direction of Fund counsel, coordinate periodic tender
offers for the Fund (initial forms for such tender offers shall be prepared
by Fund counsel);
o upon the advice and direction of Fund counsel, coordinate filings of Forms
3, 4 and 5 for the Fund's officers and board members;
o assist the Fund with its monitoring obligations under the USA PATRIOT Act
by (1) at such time as directed by the Manager, rejecting Subscription
Agreements that are not accompanied by required identifying information;
(2) checking identifying information against the LEXIS/NEXIS(R) AML
database (or any successor thereto) licensed by the Administrator; (3)
checking persons submitting Subscription Agreements against the Office of
Foreign Asset Controls (OFAC) list; (4) upon consultation with the Manager,
filing a suspicious activity report with the appropriate authorities; (5)
permitting federal regulators access to such information and records
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maintained by the Administrator relating to the Administrator's
implementation of the Fund's monitoring obligations, as they may request,
and (6) permitting such federal regulators to inspect the Administrator's
implementation of such monitoring obligations on behalf of the Fund;
o upon the advice and direction of Fund counsel, file Blue Sky forms as and
where directed;
o on a periodic basis, pursuant to the terms of the Limited Liability Company
Agreement, prepare a report reflecting the Fund's performance and provide
comparisons of performance information to pertinent benchmarks;
o assist in the preparation of the Fund's annual financial reports, subject
to the review and approval of the Fund and the Fund's independent
accountants;
o review subscription documents for reasonableness; provided, however, the
Manager remains solely responsible for determining accreditation;
o at the direction of the Manager, establish and maintain member capital
accounts for each investor;
o maintain the register of members and enter on such register all issues,
transfers and repurchases of Interests;
o coordinate processing and reporting of investor activity;
o arrange for the calculation of the issue and repurchase prices of Interests
in accordance with the Fund's Limited Liability Company Agreement;
o mail repurchase offers to members for purposes of executing repurchases;
o calculate items of income, expense, gain and loss, and allocate such items
to individual members' capital accounts in accordance with the Fund's
Limited Liability Company Agreement;
o enter all Portfolio Fund and security transactions into the accounting
records;
o receive and record all transaction information provided by the Manager;
o where applicable, verify individual security settlements with the
custodian/prime broker;
o maintain a security ledger of transactions;
o maintain individual tax lots for each security purchase/sale;
o determine realized gains or losses on security trades;
o monitor individual investments for corporate actions, cash dividends and
capital changes;
o calculate dividend and capital gain distributions where applicable subject
to review and approval by the Manager and the Fund's independent
accountants;
o coordinate the preparation and filing of all federal and state income tax
returns (and such other required tax filings as may be agreed to by the
parties) for execution by the Fund, subject to the review and approval of
the Fund and the Fund's independent accountants;
o coordinate completion of tax allocations;
o track book-to-tax differences in the accounting records;
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o calculate contractual expenses (E.G., advisory fees);
o calculate the incentive allocation, if applicable, pursuant to the terms of
the Fund's Limited Liability Company Agreement;
o determine and periodically monitor the Fund's income and expense accruals
and cause all appropriate expenses to be paid from Fund assets on proper
authorization from the Fund;
o calculate net asset values of the Fund (i) in accordance with the Fund's
operating documents as provided to the Administrator, and (ii) based on
security valuations provided by the pricing service(s), the Portfolio Funds
in which the Fund invests and the Fund's investment adviser, if applicable,
as provided herein;
o maintain all general ledger accounts and related subledgers;
o maintain the accounts, books and other documents produced by the
Administrator in connection with its services hereunder;
o generally assist in the Fund's administrative operations as mutually agreed
to by the parties.
The duties of the Administrator shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Administrator hereunder.
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SCHEDULE B
TO THE
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
BLUE ROCK MARKET NEUTRAL FUND, LLC
AND
UMB FUND SERVICES, INC.
FEES
ASSET BASED FEES*
AVERAGE NET ASSETS BASIS POINTS MINIMUM
MONTHLY FEE**
Up to $250 million 9.0 basis points $4,000
Next $250 million 7.5 basis points
Next $250 million 5.0 basis points
Over $750 million 3.0 basis points
*The asset based fee shall be calculated in arrears based on the average net
asset value of the Fund for the preceding month calculated by taking the average
of (i) the net asset value of the Fund on the first business day of the
preceding month and (ii) the net asset value of the Fund on the last business
day of the preceding month (without giving effect to withdrawals as of the end
of such preceding month.)
**Per fund, per month for monthly valuation and liquidity. A 10% discount on the
minimum monthly fee shall be applied for the first twelve (12) months after the
Fund's inception. The minimum monthly fee is subject to an annual escalation
equal to the increase in the Consumer Price Index - Urban Wage Earners (CPI)
(but not to exceed five percent (5.0%) per annum), which escalation shall be
effective commencing one year from the date of this Agreement (the "Anniversary
Date") and on the corresponding Anniversary Date each year thereafter. No
amendment of this Schedule B shall be required with each escalation. CPI shall
be determined by reference to the Consumer Price Index News Release issued by
the Bureau of Labor Statistics, U.S. Department of Labor. The foregoing fee
schedule assumes a single class of shares for the Fund. Additional fees shall
apply when adding any additional Funds and/or classes, including compensation
for the Administrator's services in connection with the organization of the new
Fund(s) or classes, if the Fund intends to trade securities on a foreign
exchange, or hold securities denominated in foreign currencies, or to the extent
the total assets of the Fund exceed two times the level of net assets. The
Administrator shall provide such services and be entitled to such compensation
as the parties may mutually agree in writing.
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K-1 REPORTING FEE
$200 per K-1
INVESTOR SERVICES FEES
BASE FEE
o Per fund, per month for monthly valuation and investor activity $1,000*
*$1,000 per month for the first 25 accounts, $1,500 per month for the next
75 accounts and $2,000 per month thereafter.
ACCOUNT FEES
o Open account fee (per year)* $8.50
o Closed account fee (per year) $3.50
o One-time set-up (per account) $3.00
o Transaction fees (e.g., financial, maintenance) $1.50
o Automated transactions* $.25
o Omnibus Account maintenance (per year) $150
*includes NSCC activity, wires, ACH/AIP/SWP/auto exchanges, any required
IRS withholding
USA PATRIOT ACT FEES
o Per fund (per year) $2,000
o Research (per item) $2.50
o Additional account set-up (per non-individual account)* $1.00
o Suspicious Activity Report filing (per occurrence) $25.00
*e.g., business account, trust account, partnership account, etc.
DOCUMENT SERVICES
o Standard applications and forms in electronic format no charge
o Customized forms as quoted
o Pre-printed, machine ready statement inserts (per item) $.02
o Statement/confirm/tax form/check (per item)
o First page $.20
o Additional pages (per page) $.07
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INVESTOR SERVICES
o Telephone calls, letters/e-mails, research/lost investor
(per occurrence) $2.50
INTERNET SERVICES
BROKER BROWSER
o One-time set-up fee (standard) $1,000
o Inquiry no charge
o New account set-up, one-time fee per account $1.60
o Transactions* (per occurrence) $ .40
o Account maintenance (per occurrence) $.50
*additional purchases, exchanges and redemptions
SPECIAL SERVICES
To the extent the Administrator corrects, verifies or addresses any prior
actions or inactions by any Fund or by any prior service provider, the Fund
shall pay the Administrator compensation at the rate of $150 per hour, plus
programming fees, if necessary, together with out-of-pocket expenses. Except to
the extent the Administrator may require prepayment based on an estimate of the
time to be expended, payment shall be due promptly after receipt of an invoice
for such fees.
PROGRAMMING AND PROJECT FEES
Additional fees at $150 per hour or as quoted by project may apply for special
programming to meet the Fund's servicing requirements or to create custom
reports.
OUT-OF-POCKET AND OTHER RELATED EXPENSES
The Fund shall also pay/reimburse the Administrator's out-of-pocket and other
related expenses. Out-of-pocket expenses include, but are not limited to,
travel, lodging and meals in connection with travel to or from Manager meetings
and otherwise on behalf of the Fund, programming and related expenses
(previously incurred or to be incurred by Administrator) in connection with
providing electronic transmission of data between the Administrator and the
Fund's other service providers, brokers, dealers and depositories, XXXXX filing
fees, design, typesetting and printing of reports and prospectuses, long
distance telephone charges, and photocopying, faxes, postage and overnight
delivery expenses, expenses related to the preparation of Board reports (except
for labor costs), inventory and record storage, reprocessing, statement paper,
check stock, envelopes, tax forms, tape/disk storage, telephone and long
distance charges, NSCC participant billing, P.O. box rental, toll-free number,
bank account service fees and any other bank charges. Other expenses include
pricing of securities, which shall be charged in accordance with the
Administrator's current pricing schedule, as well as fees of research services
and other service interface fees.
Fees on this Schedule are valid for three (3) years from the date of this
Agreement. Fees for services not contemplated by this Schedule will be
negotiated on a case-by-case basis.
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