EXHIBIT (K)(I)
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
THIS AGREEMENT is made as of this 25th day of April, 2005, by and between
Mount Yale Opportunity 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 registering the offering and sale of its units of
limited liability company interest in the Fund (the "Units") under the
Securities Act of 1933, as amended ("1933 Act"), to "Eligible Investors" as
defined in the Fund's Prospectus (together with the Fund's Statement of
Additional Information, each as amended and in effect from time to time, the
"Prospectus"), subject to substantial limits on transferability and resale; and
WHEREAS, in pursuit of its investment objective, the Fund will invest its
assets primarily in private investment funds ("Portfolio Funds") that are
managed by a select group of investment advisers ("Portfolio Managers"); 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 investment
adviser, Mount Yale Asset Management, LLC (the "Adviser") 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
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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.
(b) The Adviser of the Fund shall cause the Portfolio Managers, 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
Adviser 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 Adviser, the Fund, Portfolio Managers or
service provider until receipt of written notice thereof from the Fund.
(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
Adviser'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 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 Adviser and/or the Portfolio Managers. The Administrator
is authorized to rely on the prices provided by such service(s) or by the
Adviser, Portfolio Managers or other authorized representative of the Fund
without investigation or verification.
(e) The Fund's Adviser has and retains 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 Prospectus. The Administrator's monitoring and
other functions hereunder shall not relieve the Adviser of its primary
day-to-day responsibility for assuring such compliance.
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(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 Units in the Fund to "Eligible Investors" as defined
in the Prospectus under the Securities Act and the applicable securities laws of
each state and territory in which the Fund intends to offer and sell Units. 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 exemption unless specifically
set forth in this Agreement and its Schedules.
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
additional services provided, 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 Operating Agreement, the Prospectus and the resolutions of the Fund's
Adviser, 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.
(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 Adviser 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, 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 member reports; expenses in connection with the electronic transmission
of documents and information including electronic filings with the
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Commission and the states; research and statistical data services; expenses
incidental to holding meetings of the Fund's members and Adviser; fees and
expenses associated with internet, e-mail and other related activities; expenses
incurred for distribution of Units 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 1-1/2 percent per month on any
amounts that remain unpaid beyond such thirty day period.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
(a) 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 Adviser
promptly and to secure instructions from a representative of the Adviser 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 shall not
be subject to this paragraph.
(b) The Administrator hereby acknowledges that in the normal course of
its provision of services to the Fund it will come into possession of material
nonpublic information concerning the Fund. Such information may include
portfolio holdings, trading strategies and pending transactions not generally
known to the public. The Administrator acknowledges and agrees that it has
duties of confidentiality and care with respect to such material nonpublic
information. The Administrator represents that it has implemented effective
policies and procedures designed to safeguard such information and to ensure
that no employee or other representative trades on such information,
communicates it to others or otherwise misuses it.
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
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accordance with or in reliance upon written or oral instructions, advice, data,
documents or information (without investigation or verification) received by the
Administrator from or on behalf of the Adviser 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 Adviser, a Portfolio
Manager or other representatives of the Fund, (iii) any liability arising from
the offer or sale of any Unit by the Fund to "Eligible Investors" as defined in
the Prospectus, or (iv) any action taken or omission by the Fund, the Adviser,
Portfolio Managers or any past or current service provider.
(b) The Administrator shall maintain adequate and reliable computer and
other equipment necessary or appropriate to carry out its obligations under this
Agreement. Upon the Fund's reasonable request, the Administrator shall provide
supplemental information concerning the aspects of its disaster recovery and
business continuity plan that are relevant to the services provided hereunder.
Notwithstanding the foregoing or any other provision of this agreement, 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. Events beyond the
Administrator's control include, without limitation, force majeure events. In
the event of force majeure, computer or other equipment failures or similar
events beyond its reasonable control, the Administrator shall follow applicable
procedures in its disaster recovery and business continuity plan and use all
commercially reasonable efforts to minimize any service interruption.
(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 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 breach of any of the Fund's obligations,
representations or warranties hereunder, or (iv) any action taken by or omission
of the Fund, its Adviser, any Portfolio Managers, or any past or current service
provider.
(d) The Administrator shall indemnify and hold harmless the Fund, its
employees, agents, officers, managers, affiliates and nominees 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
hereunder.
(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
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any provision of this Agreement regardless of whether such damages were
foreseeable and even if advised of the possibility thereof. 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 Adviser or
person(s) designated by the Adviser at the Fund's reasonable cost and expense,
and thereafter the Adviser 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 reasonable expenses associated with
the transfer of records and materials and conversion thereof to a successor Fund
accounting and administrative services agent, including reasonable duplication
costs. 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.
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. INSURANCE
The Administrator shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Fund, the
Administrator shall provide evidence that coverage is in place. The
Administrator shall notify the Fund should its insurance coverage with respect
to professional liability or errors and omissions coverage be canceled. Such
notification shall include the date of cancellation and the reasons therefore.
The
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Administrator shall notify the Fund of any material claims or regulatory
actions against it that are relevant to the Administrator's performance of this
Agreement and the Fund's continued retention of the Administrator. The
Administrator shall notify the Fund should the total outstanding claims made by
the Administrator under its insurance coverage materially impair, or threaten to
materially impair, the adequacy of its coverage.
9. 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.
10. 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 to
Mount Yale Opportunity Fund, LLC, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxxx, XX 00000, Attention: Xxxx X. Sabre.
11. ENTIRE AGREEMENT
This Agreement, together with the Schedules attached hereto, constitutes
the entire Agreement of the parties hereto.
12. 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 duly authorized officers as of the day and year first above written.
MOUNT YALE OPPORTUNITY FUND, LLC
(the "Fund")
By:____________________________________________
President and Chief Executive Officer
By: ____________________________________________
Treasurer
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
MOUNT YALE OPPORTUNITY FUND, LLC
AND
UMB FUND SERVICES, INC.
SERVICES
Subject to the direction and control of the Fund's Adviser 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 Semi-Annual Reports
on Form N-SAR and make the necessary Commission filings related thereto;
o receive data for and prepare with respect to the Fund Annual Report of
Proxy Voting Record on Form N-PX and make the necessary Commission filings
related thereto;
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 and make the necessary Commission filings related thereto;
o provide financial and Fund performance information for inclusion in the
Prospectus 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 from time to time as the Administrator deems appropriate, 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 Prospectus (but these
functions shall not relieve the Fund's Adviser of its 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 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;
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o upon the advice and direction of Fund counsel, coordinate periodic tender
offers for the Fund, distribute tender offer materials to all members,
record member replies and make the necessary Commission filings related
thereto (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 Adviser, 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 Adviser,
filing a suspicious activity report with the appropriate authorities; (5)
permitting federal regulators access to such information and records
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 prepare and file state securities qualification/notice compliance filings,
with the advice of the Fund's legal counsel, upon and in accordance with
instructions from the Fund, which instructions will include the states to
qualify in, the amount of Units to initially and subsequently qualify and
the warning threshold to be maintained
o on a periodic basis, pursuant to the terms of the Limited Liability Company
Operating 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
Adviser remains solely responsible for determining "Eligible Investor"
status as defined in the Prospectus;
o at the direction of the Adviser, establish and maintain member capital
accounts for each investor;
o coordinate processing and reporting of investor activity;
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 Operating Agreement;
o enter all Portfolio Fund and security transactions into the accounting
records;
o receive and record all transaction information provided by the Adviser;
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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 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;
o calculate contractual expenses (E.G., advisory fees);
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 Adviser, if applicable, as
provided herein;
o maintain all general ledger accounts and related subledgers;
o maintain the accounts, books, records and other documents produced by the
Administrator in connection with its services hereunder;
o in connection with its duties under this Agreement, use reasonable efforts
to cooperate with all reasonable requests of the Fund related to the Fund's
administration and monitoring of the Fund's compliance program as adopted
by the Board of Managers pursuant to Rule 38a-1 under the Investment
Company Act of 1940 as amended, a copy of which has been provided to the
Administrator;
o provide compliance review of Fund sales literature and marketing materials
and assist the Fund's distributor with its responsibilities related to
filing such materials as reasonably requested;
o generally assist in the Fund's administrative operations as mutually agreed
to by the parties.
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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
MOUNT YALE OPPORTUNITY FUND, LLC
AND
UMB FUND SERVICES, INC.
FEES
ANNUAL ASSET-BASED FEES
Up to $250 million 12.0 basis points, plus
Next $250 million 10.0 basis points, plus
Next $250 million 7.5 basis points, plus
Over $750 million 5.0 basis points
Minimum Annual Fee
Minimum annual asset-based fee $75,000*
*The minimum annual fee is discounted to $37,500 in the first year and to
$56,250 in the second year after inception/conversion. In the third year and
thereafter, the minimum annual fee is $75,000.
Beginning after year 1, the minimum annual fee is subject to an escalation equal
to the increase in the Consumer Price Index-Urban Wage Earners (CPI), not to
exceed 5% per year.
GROSS ASSET FEE
To the extent that total assets of the Fund exceeds two times the level of net
assets, a gross asset fee of three basis points will be imposed on the excess of
total assets over net assets.
INVESTOR SERVICES
Per investor, per month $20.00
USA PATRIOT ACT FEES
Base fee (per year) $2,000
Research (per item) $2.50
Additional account set-up (per non-individual account)* $1.00
Suspicious Activity Report filing (per occurrence) $25.00
*e.g., business account, trust account, partnership account, etc.
STATE INVESTOR FILING FEES
Per filing $200
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FEDERAL K-1 REPORTING FEE
Per K-1 $200
STATE TAX RETURN FEE
Per tax return $2,000
Per K-1, where applicable $100
PROGRAMMING AND PROJECT FEES
Additional fees at $175 per hour or as quoted by project may apply for special
programming to meet your servicing requirements or to create custom reports.
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include but are not limited to: pricing services; XXXXX
filing fees (where applicable); designing, typesetting and printing of reports,
etc.; photocopying; express delivery charges; and travel on behalf of company
business.
COMPLIANCE REVIEW OF SALES LITERATURE
In addition to the above fees, the Fund shall pay to the Administrator a fee
based on the reasonable time spent by representatives of the Administrator
providing compliance review of sales literature and marketing materials at the
rate of $150 per hour. Such time shall be specifically tracked and documented by
the Administrator.
Fees for services not contemplated by this schedule will be negotiated on a
case-by-case basis.
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