Exhibit 9(a)
ADMINISTRATIVE SERVICE AGREEMENT
between
MONTEREY MUTUAL FUND
and
AMERICAN DATA SERVICES, INC.
INDEX
1. DUTIES OF THE ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . 3
2. COMPENSATION OF THE ADMINISTRATOR. . . . . . . . . . . . . . . . . 4
3. RESPONSIBILITY AND INDEMNIFICATION. . . . . . . . . . . . . . . . . 4
4. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. ACTIVITIES OF THE ADMINISTRATOR. . . . . . . . . . . . . . . . . . 5
6. RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. DURATION AND TERMINATION OF THE AGREEMENT. . . . . . . . . . . . . 6
9. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. NEW YORK LAWS TO APPLY . . . . . . . . . . . . . . . . . . . . . . 6
11. AMENDMENTS TO THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . 6
12. MERGER OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 6
13. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(a) ADMINISTRATIVE SERVICE FEE: . . . . . . . . . . . . . . . . . . . . 8
FEE INCREASES . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(b) EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(c) STATE REGISTRATION (BLUE SKY) SURCHARGE: . . . . . . . . . . . . . 8
(d) SPECIAL REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . 9
SCHEDULE B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 1st. day of April, 1997 by and between The
MONTEREY MUTUAL FUND, a Massachusetts business trust (the "Fund") and
AMERICAN DATA SERVICES, INC. a New York corporation (the
"Administrator").
BACKGROUND
WHEREAS, the Fund is an open-end management investment company
registered with the United States Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Administrator is a corporation experienced in
providing administrative services to mutual funds and possesses facilities
sufficient to provide such services; and
WHEREAS, the Fund desires to avail itself of the experience,
assistance and facilities of the Administrator and to have the
Administrator perform for the Fund certain services appropriate to the
operations of the Fund and the Administrator is willing to furnish such
services in accordance with the terms hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the Fund and the Administrator hereby
agree to the following:
1. DUTIES OF THE ADMINISTRATOR.
The Administrator will provide the Fund with the necessary
office space, communication facilities and personnel to perform the
following services for the Fund:
(a) Monitor all regulatory (1940 Act and IRS) and prospectus
restrictions for compliance;
(b) Prepare and coordinate the printing of semi-annual and
annual financial statements;
(c) Prepare selected management reports for performance and
compliance analyses as agreed upon by the Fund and Administrator from
time to time;
(d) Prepare selected financial data required for directors'
meetings as agreed upon by the Fund and the Administrator from time
to time and coordinate directors meeting agendas with outside legal
counsel to the Fund;
(e) Determine income and capital gains available for
distribution and calculate distributions required to meet regulatory,
income, and excise tax requirements, to be reviewed by the Fund's
independent public accountants;
(f) Prepare the Fund's federal, state, and local tax returns to
be reviewed by the Fund's independent public accountants;
(g) Prepare and maintain the Fund's operating expense budget to
determine proper expense accruals to be charged to the Fund in order
to calculate it's daily net asset value;
(h) 1940 ACT filings - In conjunction with the Fund's outside
legal counsel the Administrator will:
Prepare the Fund's Form N-SAR reports;
Update all financial sections of the Fund's Statement of
Additional Information and coordinate its completion;
Update all financial sections of the Fund's prospectus and
coordinate its completion;
Update all financial sections of the Fund's proxy statement and
coordinate its completion;
Prepare an annual update to Fund's 24f-2 filing (if applicable);
(i) Monitor services provided by the Fund's custodian bank as
well as any other service providers to the Fund;
(j) Provide appropriate financial schedules (as requested by
the Fund's independent public accountants or SEC examiners),
coordinate the Fund's annual or SEC audit, and provide office
facilities as may be required;
(k) Attend management and board of directors meetings as
requested;
(l) The preparation and filing (filing fee to be paid
by the Fund) of applications and reports as necessary to register or
maintain the Funds registration under the securities or "Blue Sky" laws of
the various states selected by the Fund's Distributor.
The Administrator shall, for all purposes herein, be deemed to
be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund
in any way or otherwise be deemed an agent of the Fund.
2. COMPENSATION OF THE ADMINISTRATOR
In consideration of the services to be performed by ADS as set
forth herein for each portfolio listed in Schedule B, ADS shall be
entitled to receive compensation and reimbursement for all reasonable out-
of-pocket expenses. The Fund agrees to pay ADS the fees and reimbursement
of out-of-pocket expenses as set forth in the fee schedule attached hereto
as Schedule A.
3. RESPONSIBILITY AND INDEMNIFICATION.
(a) The Administrator shall be held to the exercise of
reasonable care in carrying out the provisions of the Agreement, but shall
be without liability to the Fund for any action taken or omitted by it in
good faith without gross negligence, bad faith, willful misconduct or
reckless disregard of its duties hereunder. It shall be entitled to rely
upon and may act upon the accounting records and reports generated by the
Fund, advice of the Fund, or of counsel for the Fund and upon statements
of the Fund's independent accountants, and shall be without liability for
any action reasonably taken or omitted pursuant to such records and
reports or advice, provided that such action is not, to the knowledge of
the Administrator, in violation of applicable federal or state laws or
regulations, and provided further that such action is taken without gross
negligence, bad faith, willful misconduct or reckless disregard of its
duties.
(b) The Administrator shall not be liable to the Fund for any
error of judgment or mistake of law or for any loss arising out of any act
or omission by the Administrator in the performance of its duties
hereunder except as hereinafter set forth. Nothing herein contained shall
be construed to protect the Administrator against any liability to the
Fund or its security holders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence in
the performance of its duties on behalf of the Fund, reckless disregard of
the Administrator's obligations and duties under this Agreement or the
willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law,
neither the Administrator nor its stockholders, officers, directors,
employees or agents shall be subject to, and the Fund shall indemnify and
hold such persons harmless from and against, any liability for and any
damages, expenses or losses incurred by reason of the inaccuracy of
information furnished to the Administrator by the Fund or its authorized
agents or in connection with any error in judgment or mistake of law or
any act or omission in the course of, connected with or arising out of any
services to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties, by reason of reckless disregard of the Administrator's obligations
and duties under this Agreement or the willful violation of any applicable
law.
4. REPORTS
(a) The Fund shall provide to the Administrator on a quarterly
basis a report of a duly authorized officer of the Fund representing that
all information furnished to the Administrator during the preceding
quarter was true, complete and correct to the best of its knowledge. The
Administrator shall not be responsible for the accuracy of any information
furnished to it by the Fund, and the Fund shall hold the Administrator
harmless in regard to any liability incurred by reason of the inaccuracy
of such information.
(b) The Administrator shall provide to the Board of Directors
of the Fund, on a quarterly basis, a report, in such a form as the
Administrator and the Fund shall from time to time agree, representing
that, to its knowledge, the Fund was in compliance with all requirements
of applicable federal and state law, including without limitation, the
rules and regulations of the Securities and Exchange Commission and the
Internal Revenue Service, or specifying any instances in which the Fund
was not so in compliance. Whenever, in the course of performing its duties
under this Agreement, the Administrator determines, on the basis of
information supplied to the Administrator by the Fund, that a violation of
applicable law has occurred, or that, to its knowledge, a possible
violation of applicable law may have occurred or, with the passage of
time, could occur, the Administrator shall promptly notify the Fund and
its counsel of such violation.
5. ACTIVITIES OF THE ADMINISTRATOR.
The Administrator shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.
6. RECORDS.
The records maintained by the Administrator shall be the
property of the Fund, and shall be made available to the Fund promptly
upon request by the Fund in the form in which such records have been
maintained or preserved. The Administrator shall upon approval of the Fund
assist the Fund's independent auditors, or, any regulatory body, in any
requested review of the Fund's accounts and records. The Administrator
shall preserve the records in its possession (at the expense of the Fund)
as required by Rule 231a-1 of the 1940 Act.
7. CONFIDENTIALITY.
The Administrator agrees that it will, on behalf of itself and
its officers and employees, treat all transactions contemplated by this
Agreement, and all other information germane thereto, as confidential and
such information shall not be disclosed to any person except as may be
authorized by the Fund.
8. DURATION AND TERMINATION OF THE AGREEMENT.
This Agreement shall become effective as of the date hereof and
shall remain in force for a period of three (3) years, provided however,
that both parties to this Agreement have the option to terminate the
Agreement, without penalty, upon ninety (90) days prior written notice.
Should the Fund exercise its right to terminate, all out-of-
pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, ADS reserves the right to charge for
any other reasonable expenses associated with such termination.
9. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without
the prior written consent of the Administrator, or by the Administrator
without the prior written consent of the Fund.
10. NEW YORK LAWS TO APPLY
The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the 1940 Act. To the
extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control.
11. AMENDMENTS TO THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.
12. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
13. NOTICES.
All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, and shall be given to the
following addresses (or such other addresses as to which notice is given):
To the Fund: To the Administrator:
Xx. Xxxxx XxXxxxx Xxxxxxx Xxxxx
President President
Monterey Mutual Fund American Data Services, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000 00 Xxxx Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000 Xxxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
MONTEREY MUTUAL FUND AMERICAN DATA SERVICES, INC.
By: ____________________________ By:
Xxxxx XxXxxxx, President Xxxxxxx Xxxxx, President
SCHEDULE A
(a) ADMINISTRATIVE SERVICE FEE:
For the services rendered by ADS in its capacity as
administrator, as specified in Paragraph 1. DUTIES OF THE ADMINISTRATOR.
And Paragraph 1. (DUTIES OF ADS) of the Fund Accounting Service Agreement
executed herewith, the Fund shall pay ADS within ten (10) days after
receipt of an invoice from ADS at the beginning of each month, a fee, per
portfolio, equal to the greater of:
MINIMUM FEE:
$1,136.09 per month
OR,
NET ASSET CHARGE:
1/12th of 0.10% (10 basis points) of average net assets of the
portfolio per month.
FEE INCREASES
On each annual anniversary date of this Agreement, the fees
enumerated above will be increased by the change in the Consumer Price
Index for the New York/Northern New Jersey (CPI) for the twelve month
period ending with the month preceding such annual anniversary date.
(b) EXPENSES.
The Fund shall reimburse ADS for any out-of-pocket expenses ,
exclusive of salaries, advanced by ADS in connection with but not limited
to the printing or filing of documents for the Fund, travel, telephone,
quotation services, facsimile transmissions, stationery and supplies,
record storage, postage, telex, and courier charges, incurred in
connection with the performance of its duties hereunder. ADS shall provide
the Fund with a monthly invoice of such expenses and the Fund shall
reimburse ADS within fifteen (15) days after receipt thereof.
(c) STATE REGISTRATION (BLUE SKY) SURCHARGE:
The fees enumerated in paragraph (a) above include the initial
state registration, renewal and maintenance of registrations (as detailed
in Paragraph 1(l) DUTIES OF THE ADMINISTRATOR) for three states. Each
additional state registration requested will be subject to the following
fees:
Initial registration $ 295.00
Registration renewal $ 150.00
Sales reports (if required) $ 25.00
(d) SPECIAL REPORTS.
All reports and /or analyses requested by the Fund, its
auditors, legal counsel, portfolio manager, or any regulatory agency
having jurisdiction over the Fund, that are not in the normal course of
fund administrative activities as specified in Section 1 of this Agreement
shall be subject to an additional charge, agreed upon in advance, based
upon the following rates:
Labor:
Senior staff - $150.00/hr.
Junior staff - $ 75.00/hr.
Computer time - $45.00/hr.
SCHEDULE B
a PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
Monterey PIA Short - Term Government Securities Fund
Monterey Camborne Government Income Fund
Monterey OCM Gold Fund
Monterey PIA Equity Fund
Monterey Xxxxxx New World Biotechnology Fund
Monterey Xxxxxx New World Technology Fund
Monterey Xxxxxx New World Technology Convertibles Fund
Monterey PIA Global Bond Fund
