EXHIBIT 9(b)
FORM OF
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of
_______________ (the "Agreement"), by and between FIRST DATA
INVESTOR SERVICES GROUP, INC., a Massachusetts corporation
("FDISG"), and INSIGHT PREMIER FUNDS, a Massachusetts
business trust (the "Company").
WHEREAS, the Company is registered as a diversified
open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company desires to retain FDISG to render
certain administrative services with respect to each
investment portfolio listed in Schedule A hereto, as the
same may be amended from time to time by the parties hereto
(collectively, the "Funds"), and FDISG is willing to render
such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment. The Company hereby appoints FDISG
to act as Administrator of the Company on the terms set
forth in this Agreement. FDISG accepts such appointment and
agrees to render the services herein set forth for the
compensation herein provided. In the event that the Company
decides to retain FDISG to act as Administrator hereunder
with respect to one or more portfolios other than the Funds,
the Company shall notify FDISG in writing. If FDISG is
willing to render such services, it shall notify the Company
in writing whereupon such portfolio shall become a Fund
hereunder.
2. Delivery of Documents. The Company has
furnished FDISG with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Company's Board of
Trustees authorizing the appointment of FDISG to provide
certain administrative services required by the Company for
each Fund and approving this Agreement;
(b) The Company's Declaration of Trust (the
"Declaration of Trust") filed with the Commonwealth of
Massachusetts and all amendments thereto;
(c) The Company's By-Laws and all amendments
thereto (the "By-Laws");
(d) The Investment Advisory Agreement between
Insight Management, Inc. (the "Adviser") and the Company
dated as of _______________ and all amendments thereto (the
"Advisory Agreement");
(e) The Custody Agreement between
[_________________________] (the "Custodian") and the
Company dated as of _______________ and all amendments
thereto (the "Custody Agreement");
(f) The Transfer Agency and Registrar
Agreement between First Data Investor Services Group, Inc.
(the "Transfer Agent") and the Company dated as of
______________ and all amendments thereto;
(g) The Company's Registration Statement on
Form N-1A (the "Registration Statement") under the
Securities Act of 1933 and under the 1940 Act (File Nos.
________ and ________), as declared effective by the
Securities and Exchange Commission ("SEC") on
______________, relating to shares of the Company's Shares
of Beneficial Interest, $.___ par value per share, and all
amendments thereto; and
(h) Each Fund's most recent prospectus and
Statement of Additional Information and all amendments and
supplements thereto (collectively, the "Prospectuses").
The Company will furnish FDISG from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing. Furthermore,
the Company will provide FDISG with any other documents that
FDISG may reasonably request and will notify FDISG as soon
as possible of any matter materially affecting the
performance of FDISG of its services under this Agreement.
3. Duties as Administrator. Subject to the
supervision and direction of the Board of Trustees of the
Company, FDISG, as Administrator, will assist in supervising
various aspects of the Company's administrative operations
and undertakes to perform the following specific services:
(a) Maintaining office facilities (which may
be in the offices of FDISG or a corporate affiliate) and
furnishing corporate officers for the Company ;
(b) Performing the functions ordinarily
performed by a mutual fund group's internal legal department
as described in Schedule D to this Agreement, furnishing
data processing services, clerical services, and executive
and administrative services and stationery and office
supplies in connection with the foregoing;
(c) Accounting and bookkeeping services
(including maintenance of such accounts, books and records
of the Company as may be required by Section 31(a) of the
1940 Act and the rules thereunder);
(d) Internal auditing;
(e) Performing all functions ordinarily
performed by the office of a corporate treasurer, and
furnishing the services and facilities ordinarily incident
thereto, including calculating the net asset value of the
shares of each Fund at the close of regular trading on the
New York Stock Exchange (the "NYSE") on each day on which
the NYSE is open for trading and at such other times as the
Board of Directors may reasonably request;
(f) Preparing reports to the Company's
shareholders of record and the SEC including, but not
necessarily limited to, Annual Reports and Semi-Annual
Reports on Form N-SAR;
(g) Preparing and filing various applications,
registration statements, reports or other documents required
by federal, and state laws and regulations, other than those
filed or required to be filed by the Adviser or Transfer
Agent;
(h) Preparing and filing the Company's tax
returns;
(i) At the Adviser's request, monitoring and
developing compliance procedures for the Company which will
include, among other matters, monitoring compliance with
each Fund's investment objective, policies, restrictions,
tax requirements and applicable laws and regulations;
(j) Performing all functions ordinarily
performed by the office of a corporate secretary, and
furnishing the services and facilities incident thereto,
including all functions pertaining to matters organic to the
organization, existence and maintenance of the corporate
franchise of the Company, including preparation for, conduct
of, and recording trustees' meetings and shareholder
meetings. Trustees' meetings in excess of five in any
calendar year and shareholder meetings in excess of one in
any two year period shall be for an additional reasonable
charge as may be agreed upon by the Administrator and FDISG;
(k) Performing "Blue Sky" compliance
functions, including maintaining notice filings,
registrations or "Blue Chip" exemptions (if available) in
all U.S. jurisdictions requested by the Company, monitoring
sales of shares in all such jurisdictions and filing such
additional notice or applying for such additional or amended
registrations as may be reasonably anticipated to be
necessary to permit continuous sales of the shares of the
Funds in all such jurisdictions, filing sales literature and
advertising materials to the extent required, with such Blue
Sky authorities, and making and filing all other
applications, reports, notices, documents and exhibits in
connection with the foregoing; and
(l) Furnishing all other services identified
on Schedule B annexed hereto and incorporated herein which
are not otherwise specifically set forth above.
(m) FDISG agrees to provide the services set
forth herein in accordance with the Performance Standards
annexed hereto as Exhibit 1 of Schedule D and incorporated
herein (the "Performance Standards"). Such Performance
Standards may be amended from time to time upon written
agreement by the parties.
In performing all services under this Agreement,
FDISG: (a) shall act in conformity with the Articles, the
Prospectuses and the instructions and directions of the
Administrator, and will conform to and comply with the
requirements of the 1940 Act and all other applicable
federal or state laws and regulations; and (b) will consult
with legal counsel to the Fund, as necessary or appropriate
in light of FDISG's duty to perform customary internal legal
and corporate secretary functions. Furthermore, FDISG shall
not have or be required to have any authority to supervise
the investment or reinvestment of the securities or other
properties which comprise the assets of the Company or any
of its Funds and shall not provide any investment advisory
services to the Company or any of its Funds.
4. Compensation and Allocation of Expenses. FDISG
shall bear all expenses in connection with the performance
of its services under this Agreement, except as indicated
below.
(a) FDISG will from time to time employ or
associate with itself such person or persons as FDISG may
believe to be particularly suited to assist it in performing
services under this Agreement. Such person or persons may
be officers and employees who are employed by both FDISG and
the Company. The compensation of such person or persons
shall be paid by FDISG and no obligation shall be incurred
on behalf of the Company in such respect.
(b) FDISG shall not be required to pay any of
the following expenses incurred by the Company: membership
dues in the Investment Company Institute or any similar
organization; investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses,
reports and notices; interest on borrowed money; brokerage
commissions; stock exchange listing fees; taxes and fees
payable to Federal, state and other governmental agencies;
fees of Trustees of the Company who are not affiliated with
FDISG; outside auditing expenses; outside legal expenses; or
other expenses not specified in this Section 4 which may be
properly payable by the Company.
(c) The Company on behalf of each of the Funds
will compensate FDISG for the performance of its obligations
hereunder in accordance with the fees set forth in the
written Fee Schedule annexed hereto as Schedule B and
incorporated herein. Schedule B may be amended to add fee
schedules for any additional Funds for which FDISG has been
retained as Administrator.
(d) The Company will compensate FDISG for its
services rendered pursuant to this Agreement in accordance
with the fees set forth above. Such fees do not include
out-of-pocket disbursements of FDISG for which FDISG shall
be entitled to xxxx separately. Out-of-pocket disbursements
shall include, but shall not be limited to, the items
specified in Schedule C, annexed hereto and incorporated
herein, which schedule may be modified by FDISG upon not
less than thirty days' prior written notice to the Company
and the Special Projects outlined in Schedule D hereto.
(e) FDISG will xxxx the Company as soon as
practicable after the end of each calendar month, and said
xxxxxxxx will be detailed in accordance with the out-of-
pocket schedule. The Company will promptly pay to FDISG the
amount of such billing.
(f) The Company acknowledges that the fees
that FDISG charges the Company under this Agreement reflect
the allocation of risk between the parties, including the
disclaimer of warranties in Section 7 and the limitations on
liability in Section 5. Modifying the allocation of risk
from what is stated here would affect the fees that FDISG
charges, and in consideration of those fees, the Company
agrees to the stated allocation of risk.
5. Limitation of Liability.
(a) FDISG shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Company in connection with the performance of its
obligations and duties under this Agreement, except a loss
resulting from FDISG's willful misfeasance, bad faith or
gross negligence in the performance of such obligations and
duties, or by reason of its reckless disregard thereof.
(b) Notwithstanding any provision in this Agreement
to the contrary, FDISG's cumulative liability (to the
Company) for all losses, claims, suits, controversies,
breaches, or damages for any cause whatsoever (including but
not limited to those arising out of or related to this
Agreement) and regardless of the form of action or legal
theory shall not exceed the greater of (i) $500,000 or (ii)
the fees received by FDISG for services provided under this
Agreement during the twelve months immediately prior to the
date of such loss or damage. The Company understands the
limitation on FDISG's damages to be a reasonable allocation
of risk and the Company expressly consents with respect to
such allocation of risk.
(c) Neither party may assert any cause of action
against the other party under this Agreement that accrued
more than two (2) years prior to the filing of the suit (or
commencement of arbitration proceedings) alleging such cause
of action.
(d) Each party shall have the duty to mitigate
damages for which the other party may become responsible.
(e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, IN NO EVENT SHALL FDISG, ITS AFFILIATES OR ANY
OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST
PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED
BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY
ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
(a) Each party (the "Indemnifying Party")
shall indemnify and hold the other party (the "Indemnified
Party") harmless from and against any and all claims, costs,
expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or
kind which may be asserted against Indemnified Party or for
which Indemnified Party may be held to be liable in
connection with this Agreement or Indemnified Party's
performance hereunder (a "Claim"), unless such Claim
resulted from an intentional, reckless or grossly negligent
act or omission to act or bad faith by Indemnified Party in
the performance of its obligations hereunder.
(b) In any case in which the Indemnifying
Party may be asked to indemnify or hold Indemnified Party
harmless, Indemnified Party will notify the Indemnifying
Party promptly after identifying any situation which it
believes presents or appears likely to present a claim for
indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by Indemnified
Party and shall keep the Indemnifying Party advised with
respect to all developments concerning such situation. The
Indemnifying Party shall have the option to defend
Indemnified Party against any Claim which may be the subject
of this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be
conducted by counsel chosen by the Indemnifying Party and
satisfactory to Indemnified Party, and thereupon the
Indemnifying Party shall take over complete defense of the
Claim and Indemnified Party shall sustain no further legal
or other expenses in respect of such Claim. Indemnified
Party will not confess any Claim or make any compromise in
any case in which the Indemnifying Party will be asked to
provide indemnification, except with the Indemnifying
Party's prior written consent. The obligations of the
parties hereto under this Section 6 shall survive the
termination of this Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE
AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
FDISG DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE
OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY
GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS
AGREEMENT. FDISG DISCLAIMS ANY WARRANTY OF TITLE OR NON-
INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall be effective on the
date first written above and shall continue for a period of
five (5) years (the "Initial Term").
(b) Upon the expiration of the Initial Term,
this Agreement shall automatically renew for successive
terms of three (3) years ("Renewal Terms") each, unless the
Company or FDISG provides written notice to the other of its
intent not to renew. Such notice must be received not less
than ninety (90) days and not more than one-hundred eighty
(180) days prior to the expiration of the Initial Term or
the then current Renewal Term.
(c) Notwithstanding the forgoing, the Company
shall have the ability to terminate this Agreement (i) upon
sixty (60) days prior written notice to FDISG in the event
that Company should dissolve and discontinue to do business;
or (ii) upon the termination of the Transfer Agency and
Services Agreement dated , 1996 between the
Company and FDISG.
(d) In the event that FDISG has failed to meet
a specific performance standard category, as set forth in
Exhibit 1 of Schedule D, in four months of any rolling six
month period, the Company may terminate this Agreement. The
Company will provide FDISG with sixty (60) days notice in
writing if the Company intends to exercise its option under
this Section 8(d). Notwithstanding the foregoing, the
Company's right under this Section 8(d), shall not become
effective until ninety (90) days after FDISG has begun
providing services under this Agreement.
(e) In the event a termination notice is given
by the Company, all expenses associated with movement of
records and materials and conversion thereof will be borne
by the Company.
(f) If a party hereto is guilty of a material
failure to perform its duties and obligations hereunder (a
"Defaulting Party") resulting in a material loss to the
other party, such other party (the "Non-Defaulting Party")
may give written notice thereof to the Defaulting Party, and
if such material breach shall not have been remedied within
thirty (30) days after such written notice is given, then
the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination
to the Defaulting Party. If FDISG is the Non-Defaulting
Party, its termination of this Agreement shall not
constitute a waiver of any other rights or remedies of FDISG
with respect to services performed prior to such termination
or rights of FDISG to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement
or otherwise against the Defaulting Party.
9. Modifications and Waivers. No change,
termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing
signed by each party. No such writing shall be effective as
against FDISG unless said writing is executed by a Senior
Vice President, Executive Vice President or President of
FDISG. A party's waiver of a breach of any term or
condition in the Agreement shall not be deemed a waiver of
any subsequent breach of the same or another term or
condition.
10. No Presumption Against Drafter. FDISG and the
Company have jointly participated in the negotiation and
drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and FDISG,
and no presumptions arise favoring any party by virtue of
the authorship of any provision of this Agreement.
11. Publicity. Neither FDISG nor the Company shall
release or publish news releases, public announcements,
advertising or other publicity relating to this Agreement or
to the transactions contemplated by it without prior review
and written approval of the other party; provided, however,
that either party may make such disclosures as are required
by legal, accounting or regulatory requirements after making
reasonable efforts in the circumstances to consult in
advance with the other party.
12. Severability. The parties intend every
provision of this Agreement to be severable. If a court of
competent jurisdiction determines that any term or provision
is illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the remainder of
this Agreement. In such case, the parties shall in good
faith modify or substitute such provision consistent with
the original intent of the parties. Without limiting the
generality of this paragraph, if a court determines that any
remedy stated in this Agreement has failed of its essential
purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of
damages, shall remain fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized
or required by this Agreement to be given in writing to the
Company or FDISG shall be sufficiently given if addressed to
the party and received by it at its office set forth below
or at such other place as it may from time to time designate
in writing. A written notice or instrument may be in the
form of a facsimile transmission, electronic mail, telegram
or telex; provided that it is actually received by the
addressee.
To the Company:
Insight Premier Funds
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to:
Xxxx and Xxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
To FDISG:
First Data Investor Services Group,
Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to FDISG's General
Counsel
(b) This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and permitted assigns and is not
intended to confer upon any other person any rights or
remedies hereunder. This Agreement may not be assigned or
otherwise transferred by either party hereto, without the
prior written consent of the other party, which consent
shall not be unreasonably withheld; provided, however, that
FDISG may, in its sole discretion, assign all its right,
title and interest in this Agreement to an affiliate, parent
or subsidiary. FDISG may, in its sole discretion, engage
subcontractors to perform any of the obligations contained
in this Agreement to be performed by FDISG, but such
engagement will not relieve FDISG of such obligations.
(c) The laws of the Commonwealth of
Massachusetts, excluding the laws on conflicts of laws,
shall govern the interpretation, validity, and enforcement
of this Agreement. All actions arising from or related to
this Agreement shall be brought in the state and federal
courts sitting in the City of Boston, and FDISG and the
Company hereby submit themselves to the exclusive
jurisdiction of those courts.
(d) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be
an original and which collectively shall be deemed to
constitute only one instrument.
(e) The captions of this Agreement are
included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
(f) The Company and FDISG agree that the
obligations of the Company under the Agreement shall not be
binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or
future, of the Company individually, but are binding only
upon the assets and property of the Company, as provided in
the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees of the
Company, and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them or any
shareholder of the Company individually or to impose any
liability on any of them or any shareholder of the Company
personally, but shall bind only the assets and property of
the Company as provided in the Declaration of Trust. No
series of the Company shall be responsible for the
obligations of any other series under this Agreement.
14. Confidentiality.
(a) The parties agree that the Proprietary
Information (defined below) and the contents of this
Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective
licensers. The Company and FDISG shall exercise reasonable
care to safeguard the confidentiality of the Confidential
Information of the other. The Company and FDISG may each
use the Confidential Information only to exercise its rights
or perform its duties under this Agreement. The Company and
FDISG shall not duplicate, sell or disclose to others the
Confidential Information of the other, in whole or in part,
without the prior written permission of the other party. The
Company and FDISG may, however, disclose Confidential
Information to its employees who have a need to know the
Confidential Information to perform work for the other,
provided that each shall use reasonable efforts to ensure
that the Confidential Information is not duplicated or
disclosed by its employees in breach of this Agreement. The
Company and FDISG may also disclose the Confidential
Information to regulatory or judicial authorities,
independent contractors, auditors and professional advisors,
provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this
Section 14. Notwithstanding the previous sentence, in no
event shall either the Company or FDISG disclose the
Confidential Information to any competitor of the other
without specific, prior written consent.
(b) Proprietary Information means:
(i) any data or information that is
completely sensitive material, and not generally known to
the public, including, but not limited to, information about
product plans, marketing strategies, finance, operations,
customer relationships, customer profiles, sales estimates,
business plans, and internal performance results relating to
the past, present or future business activities of the
Company or FDISG, their respective subsidiaries and
affiliated companies and the customers, clients and
suppliers of any of them;
(ii) any scientific or technical
information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the
sense that its confidentiality affords the Company or FDISG
a competitive advantage over its competitors; and
(iii) all confidential or proprietary
concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts,
databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.
(c) Confidential Information includes, without
limitation, all documents, inventions, substances,
engineering and laboratory notebooks, drawings, diagrams,
specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the
foregoing of either party which now exist or come into the
control or possession of the other.
(d) The Company acknowledges that breach of
the restrictions on use, dissemination or disclosure of any
Confidential Information would result in immediate and
irreparable harm, and money damages would be inadequate to
compensate FDISG for that harm. FDISG shall be entitled to
equitable relief, in addition to all other available
remedies, to redress any such breach.
15. Force Majeure. No party shall be liable for any
default or delay in the performance of its obligations under
this Agreement if and to the extent such default or delay is
caused, directly or indirectly, by (i) fire, flood, elements
of nature or other acts of God; (ii) any outbreak or
escalation of hostilities, war, riots or civil disorders in
any country, (iii) any act or omission of the other party or
any governmental authority; (iv) any labor disputes (whether
or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third
party or any similar cause beyond the reasonable control of
such party, including without limitation, failures or
fluctuations in telecommunications or other equipment. In
any such event, the non-performing party shall be excused
from any further performance and observance of the
obligations so affected only for so long as such
circumstances prevail and such party continues to use
commercially reasonable efforts to recommence performance or
observance as soon as practicable.
16. Entire Agreement. This Agreement, including all
Schedules hereto, constitutes the entire Agreement between
the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings,
whether written or oral, between the parties with respect to
the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be duly executed and delivered by their
duly authorized officers as of the date first written above.
FIRST DATA INVESTOR SERVICES GROUP,
INC.
By:
Name:
Title:
INSIGHT PREMIER FUNDS
By:
Name:
Title:
SCHEDULE A
LIST OF FUNDS
Insight Growth Fund
Insight Moderate Growth Fund
Insight Conservative Allocation Fund
SCHEDULE B
FEE SCHEDULE
For the services to be rendered, the facilities to be
furnished and the payments to be made by FDISG, as provided
for in this Agreement, the Company, on behalf of each Fund,
will pay FDISG on the first business day of each month a fee
for the previous month at the rates listed below. The fee
for the period from the date the Registration Statement is
declared effective by the SEC to the end of the month during
which the Registration Statement is declared effective shall
be prorated 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 prorated 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.
Flat fee of $67,500 per Fund per annum, provided
however, the Company shall pay a minimum of $125,000 per
annum regardless of the number of Funds;
FDISG shall be entitled to collect all out-of-pocket
fees described in Schedule C.
SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the
following:
- Postage of Board meeting materials and other materials
to the Company's
Board members and service providers (including
overnight or other courier
services)
- Telecommunications charges (including FAX) with
respect to
communications with the Company's directors, officers
and service
providers
- Duplicating charges with respect to filings with
federal and state authorities
and Board meeting materials
- Courier services
- Pricing services
- Forms and supplies for the preparation of Board
meetings and other
materials for the Company
- Vendor set-up charges for Blue Sky services
- Such other expenses as are agreed to by FDISG and the
Administrator
SCHEDULE D
Fund Accounting and Administrative Services
Routine Projects
o Daily, Weekly, and Monthly Reporting
o Portfolio and General Ledger Accounting
o Daily Pricing of all Securities
o Daily Valuation and NAV Calculation
o Comparison of NAV to market movement
o Review of price tolerance/fluctuation report
o Research items appearing on the price exception report
o Weekly cost monitoring along with market-to-market
valuations in accordance with Rule 2a7
o Preparation of monthly ex-dividend monitor
o Daily cash reconciliation with the custodian bank
o Daily updating of price and rate information to the
Transfer Agent/Insurance Agent
o Daily support and report delivery to Portfolio
Management
o Daily calculation of fund advisor fees and waivers
o Daily calculation of distribution rates
o Daily maintenance of each fund's general ledger
including expense accruals
o Daily price notification to other vendors as required
o Calculation of 30-day adjusted SEC yields
o Preparation of month-end reconciliation package
o Monthly reconciliation of fund expense records
o Preparation of monthly pay down gain/loss summaries
o Preparation of all annual and semi-annual audit work
papers
o Preparation and Printing of Financial Statements
o Providing Shareholder Tax Information to Transfer
Agent
o Producing Drafts of IRS and State Tax Returns
o Treasury Services including:
Provide Officer for the fund
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the board, e.g.,
2a-7,10f-3, 17a-7, 17e-1, Rule 144a
Tax and Financial Counsel
o Monthly Compliance Testing including section 817H
Distribution and Legal, Regulatory and Board of Trustees
Support
Routine Projects
o Provide 1940 Act Attorney to assist in organization
o Prepare agenda and background materials for legal
approval at Board Meetings; make
presentations where appropriate; prepare minutes;
follow up on issues
o Review and filing of Form N-SAR
o Review and filing of Annual and Semi-Annual Financial
Reports
o Assistance in Preparation of Fund Registration
Statements
o Review of all Sales Material and Advertising
o Coordinate all aspects of the printing and mailing
process with outside printers for all
shareholder publications
o Support for all quarterly board meetings
o Preparation of proxy materials for one meeting per two
year period
o Annual update Post-Effective Amendment (PEA)
o Prospectus supplements as needed
o Consultations regarding legal issues as needed
o SEC audit report
o Arrange insurance and fidelity bond coverage
o Support for one special board meeting per year and
consent votes where needed
o One additional PEA (other than annual update)
o One exemptive order application
o Assist with marketing strategy and product development
Special Projects*
o Proxy material preparation for additional meetings
beyond one per two year period
o N-14 preparation (merger document)
o Additional PEAs beyond two per year
o Prospectus simplification
o Additional exemptive order applications beyond one per
year
o Extraordinary non-recurring projects - e.g., arranging
CDSC financing programs
o Basic sales, mutual funds, and product training to
branch and sales representatives
*Charged on a project-by-project basis.
Exhibit 1
of
Schedule D
Performance Standards
(i) The Fund's auditors recommend termination and
demonstrate fundamental control weakness at FDISG - cure
period - 90 days;
(ii) The voluntary termination of FDISG employees key to
the Fund's account (as detailed below), exceeds 20% or
more during any one contract year;
Xxxxxxx Xxxxxxxx
Xxxxx Xxxx
Xxxxxxx Xxxxxxx
Xxx Xxxxxxx
Xxxxxxx Xxxx
Xxxxx Xxxxxxxxxxx
Xxx Xxxxxxx
Xxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
(iii) The accuracy rate of reporting prices to the wire
services during any calendar quarter is below 98%, subject
to FDISG's ability to obtain timely and accurate prices/net
asset values of the underlying investments in the
funds - cure period - 90 days.
-18-
SHARED\TLEGAL\CONTRACT\ISADMIN\Document5 Draft date: 11/07/96
