EXHIBIT 9(b)
ADMINISTRATIVE AGREEMENT
BETWEEN
▇▇▇▇▇ ▇▇▇ TRUST
AND
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED
▇▇▇▇▇ ▇▇▇ TRUST, a Massachusetts business trust
registered under the Securities Act of 1933 ("1933 Act") and
the Investment Company Act of 1940 ("1940 Act") (the
"Trust"), hereby appoints ▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED, a
Delaware corporation, of Chicago, Illinois ("Administrator"),
to furnish certain administrative services with respect to
the Trust and the series of the Trust listed in Schedule A
hereto, as such schedule may be amended from time to time
(each such series hereinafter referred to as "Fund").
The Trust and Administrator hereby agree that:
1. ADMINISTRATIVE SERVICES. Subject to the terms of
this Agreement and the supervision and control of the Trust's
Board of Trustees ("Trustees"), Administrator shall provide
the following services with respect to the Trust:
(a) Preparation and maintenance of the Trust's registration
statement with the Securities and Exchange Commission
("SEC");
(b) Preparation and periodic updating of the prospectus and
statement of additional information for the Fund
("Prospectus");
(c) Preparation, filing with appropriate regulatory
authorities, and dissemination of various reports for the
Fund, including but not limited to semiannual reports to
shareholders under Section 30(d) of the 1940 Act, annual
and semiannual reports on Form N-SAR, and notices
pursuant to Rule 24f-2;
(d) Arrangement for all meetings of shareholders, including
the collection of all information required for
preparation of proxy statements, the preparation and
filing with appropriate regulatory agencies of such proxy
statements, the supervision of solicitation of
shareholders and shareholder nominees in connection
therewith, tabulation (or supervision of the tabulation)
of votes, response to all inquiries regarding such
meetings from shareholders, the public and the media, and
preparation and retention of all minutes and all other
records required to be kept in connection with such
meetings;
(e) Maintenance and retention of all Trust charter documents
and the filing of all documents required to maintain the
Trust's status as a Massachusetts business trust and as a
registered open-end investment company;
(f) Arrangement and preparation and dissemination of all
materials for meetings of the Board of Trustees and
committees thereof and preparation and retention of all
minutes and other records thereof;
(g) Preparation and filing of the Trust's Federal, state, and
local income tax returns and calculation of any tax
required to be paid in connection therewith;
(h) Calculation of all Trust and Fund expenses and
arrangement for the payment thereof;
(i) Calculation of and arrangement for payment of all income,
capital gain, and other distributions to shareholders of
each Fund;
(j) Determination, after consultation with the officers of
the Trust, of the jurisdictions in which shares of
beneficial interest of each Fund ("Shares") shall be
registered or qualified for sale, or may be sold pursuant
to an exemption from such registration or qualification,
and preparation and maintenance of the registration or
qualification of the Shares for sale under the securities
laws of each such jurisdiction;
(k) Provision of the services of persons who may be appointed
as officers of the Trust by the Board of Trustees (it is
agreed that some person or persons may be officers of
both the Trust and the Administrator, and that the
existence of any such dual interest shall not affect the
validity of this Agreement except as otherwise provided
by specific provision of applicable law);
(l) Preparation and, subject to approval of the Trust's Chief
Financial Officer, dissemination of the Trust's and each
Fund's quarterly financial information to the Board of
Trustees and preparation of such other reports relating
to the business and affairs of the Trust and each Fund as
the officers and Board of Trustees may from time to time
reasonably request;
(m) Administration of the Trust's Code of Ethics and periodic
reporting to the Board of Trustees of Trustee and officer
compliance therewith;
(n) Provision of internal legal, accounting, compliance,
audit, and risk management services and periodic
reporting to the Board of Trustees with respect to such
services;
(o) Negotiation, administration, and oversight of third party
services to the Trust including, but not limited to,
custody, tax, transfer agency, disaster recovery, audit,
and legal services;
(p) Negotiation and arrangement for insurance desired or
required of the Trust and administering all claims
thereunder;
(q) Response to all inquiries by regulatory agencies, the
press, and the general public concerning the business and
affairs of the Trust, including the oversight of all
periodic inspections of the operations of the Trust and
its agents by regulatory authorities and responses to
subpoenas and tax levies;
(r) Handling and resolution of any complaints registered with
the Trust by shareholders, regulatory authorities, and
the general public;
(s) Monitoring legal, tax, regulatory, and industry
developments related to the business affairs of the Trust
and communicating such developments to the officers and
Board of Trustees as they may reasonably request or as
the Administrator believes appropriate;
(t) Administration of operating policies of the Trust and
recommendation to the officers and the Board of Trustees
of the Trust of modifications to such policies to
facilitate the protection of shareholders or market
competitiveness of the Trust and Fund and to the extent
necessary to comply with new legal or regulatory
requirements;
(u) Responding to surveys conducted by third parties and
reporting of Fund performance and other portfolio
information; and
(v) Filing of claims, class actions involving portfolio
securities, and handling administrative matters in
connection with the litigation or settlement of such
claims.
2. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In
connection with the services to be provided by Administrator
under this Agreement, Administrator may, to the extent it
deems appropriate, and subject to compliance with the
requirements of applicable laws and regulations and upon
receipt of approval of the Trustees, make use of (i) its
affiliated companies and their directors, trustees, officers,
and employees and (ii) subcontractors selected by
Administrator, provided that Administrator shall supervise
and remain fully responsible for the services of all such
third parties in accordance with and to the extent provided
by this Agreement. All costs and expenses associated with
services provided by any such third parties shall be borne by
Administrator or such parties.
3. INSTRUCTIONS, OPINIONS OF COUNSEL, AND SIGNATURES.
At any time Administrator may apply to a duly authorized
agent of Trust for instructions regarding the Trust, and may
consult counsel for the Trust or its own counsel, in respect
of any matter arising in connection with this Agreement, and
it shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or with
the advice or opinion of such counsel. Administrator shall
be protected in acting upon any such instruction, advice, or
opinion and upon any other paper or document delivered by the
Trust or such counsel believed by Administrator to be genuine
and to have been signed by the proper person or persons and
shall not be held to have notice of any change of authority
of any officer or agent of the Trust, until receipt of
written notice thereof from the Trust.
4. EXPENSES BORNE BY TRUST. Except to the extent
expressly assumed by Administrator herein or under a separate
agreement between the Trust and Administrator and except to
the extent required by law to be paid by Administrator, the
Trust shall pay all costs and expenses incidental to its
organization, operations and business. Without limitation,
such costs and expenses shall include but not be limited to:
(a) All charges of depositories, custodians and other
agencies for the safekeeping and servicing of its cash,
securities, and other property;
(b) All charges for equipment or services used for obtaining
price quotations or for communication between
Administrator or the Trust and the custodian, transfer
agent or any other agent selected by the Trust;
(c) All charges for investment advisory, portfolio
management, and accounting services provided to the Trust
by the Administrator, or any other provider of such
services;
(d) All charges for services of the Trust's independent
auditors and for services to the Trust by legal counsel;
(e) All compensation of Trustees, other than those affiliated
with Administrator, all expenses incurred in connection
with their services to the Trust, and all expenses of
meetings of the Trustees or committees thereof;
(f) All expenses incidental to holding meetings of
shareholders, including printing and of supplying each
record-date shareholder with notice and proxy
solicitation material, and all other proxy solicitation
expenses;
(g) All expenses of printing of annual or more frequent
revisions of the Trust's prospectus(es) and of supplying
each then-existing shareholder with a copy of a revised
prospectus;
(h) All expenses related to preparing and transmitting
certificates representing the Trust's shares;
(i) All expenses of bond and insurance coverage required by
law or deemed advisable by the Board of Trustees;
(j) All brokers' commissions and other normal charges
incident to the purchase, sale, or lending of Fund
securities;
(k) All taxes and governmental fees payable to Federal, state
or other governmental agencies, domestic or foreign,
including all stamp or other transfer taxes;
(l) All expenses of registering and maintaining the
registration of the Trust under the 1940 Act and, to the
extent no exemption is available, expenses of registering
the Trust's shares under the 1933 Act, of qualifying and
maintaining qualification of the Trust and of the Trust's
shares for sale under securities laws of various states
or other jurisdictions and of registration and
qualification of the Trust under all other laws
applicable to the Trust or its business activities;
(m) All interest on indebtedness, if any, incurred by the
Trust or a Fund; and
(n) All fees, dues and other expenses incurred by the Trust
in connection with membership of the Trust in any trade
association or other investment company organization.
5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses
borne by the Trust that are attributable solely to the
organization, operation or business of a Fund shall be paid
solely out of Fund assets. Any expense borne by the Trust
which is not solely attributable to a Fund, nor solely to any
other series of shares of the Trust, shall be apportioned in
such manner as Administrator determines is fair and
appropriate, or as otherwise specified by the Board of
Trustees.
6. EXPENSES BORNE BY ADMINISTRATOR. Administrator at
its own expense shall furnish all executive and other
personnel, office space, and office facilities required to
render the services set forth in this Agreement. However,
Administrator shall not be required to pay or provide any
credit for services provided by the Trust's custodian or
other agents without additional cost to the Trust.
In the event that Administrator pays or assumes any
expenses of the Trust or a Fund not required to be paid or
assumed by Administrator under this Agreement, Administrator
shall not be obligated hereby to pay or assume the same or
similar expense in the future; provided that nothing
contained herein shall be deemed to relieve Administrator of
any obligation to the Trust or a Fund under any separate
agreement or arrangement between the parties.
7. ADMINISTRATION FEE. For the services rendered,
facilities provided, and charges assumed and paid by
Administrator hereunder, the Trust shall pay to Administrator
out of the assets of each Fund fees at the annual rate for
such Fund as set forth in Schedule B to this Agreement. For
each Fund, the administrative fee shall accrue on each
calendar day, and shall be payable monthly on the first
business day of the next succeeding calendar month. The
daily fee accrual shall be computed by multiplying the
fraction of one divided by the number of days in the calendar
year by the applicable annual rate of fee, and multiplying
this product by the net assets of the Fund, determined in the
manner established by the Board of Trustees, as of the close
of business on the last preceding business day on which the
Fund's net asset value was determined.
8. STATE EXPENSE LIMITATION. If for any fiscal year of
a Fund, its aggregate operating expenses ("Aggregate
Operating Expenses") exceed the applicable percentage expense
limit imposed under the securities law and regulations of any
state in which Shares of the Fund are qualified for sale (the
"State Expense Limit"), the Administrator shall pay such Fund
the amount of such excess. For purposes of this State
Expense Limit, Aggregate Operating Expenses shall (a) include
(i) any fees or expense reimbursements payable to
Administrator pursuant to this Agreement and (ii) to the
extent the Fund invests all or a portion of its assets in
another investment company registered under the 1940 Act, the
pro rata portion of that company's operating expenses
allocated to the Fund, and (iii) any compensation payable to
Administrator pursuant to any separate agreement relating to
the Fund's investment operations and portfolio management,
but (b) exclude any interest, taxes, brokerage commissions,
and other normal charges incident to the purchase, sale or
loan of securities, commodity interests or other investments
held by the Fund, litigation and indemnification expense, and
other extraordinary expenses not incurred in the ordinary
course of business. Except as otherwise agreed to by the
parties or unless otherwise required by the law or regulation
of any state, any reimbursement by Administrator to a Fund
under this section shall not exceed the administrative fee
payable to Administrator by the Fund under this Agreement.
Any payment to a Fund by Administrator hereunder shall
be made monthly, by annualizing the Aggregate Operating
Expenses for each month as of the last day of the month. An
adjustment for payments made during any fiscal year of the
Fund shall be made on or before the last day of the first
month following such fiscal year of the Fund if the Annual
Operating Expenses for such fiscal year (i) do not exceed the
State Expense Limitation or (ii) for such fiscal year there
is no applicable State Expense Limit.
9. NON-EXCLUSIVITY. The services of Administrator to
the Trust hereunder are not to be deemed exclusive and
Administrator shall be free to render similar services to
others.
10. STANDARD OF CARE. Neither Administrator, nor any
of its directors, officers or stockholders, agents or
employees shall be liable to the Trust, any Fund, or its
shareholders for any action taken or thing done by it or its
subcontractors or agents on behalf of the Trust or the Fund
in carrying out the terms and provisions of this Agreement if
done in good faith and without negligence or misconduct on
the part of Administrator, its subcontractors, or agents.
11. INDEMNIFICATION. The Trust shall indemnify and
hold Administrator and its controlling persons, if any,
harmless from any and all claims, actions, suits, losses,
costs, damages, and expenses, including reasonable expenses
for counsel, incurred by it in connection with its acceptance
of this Agreement, in connection with any action or omission
by it or its agents or subcontractors in the performance of
its duties hereunder to the Trust, or as a result of acting
upon any instruction believed by it to have been executed by
a duly authorized agent of the Trust or as a result of acting
upon information provided by the Trust in form and under
policies agreed to by Administrator and the Trust, provided
that: (i) to the extent such claims, actions, suits, losses,
costs, damages, or expenses relate solely to a particular
Fund or group of Funds, such indemnification shall be only
out of the assets of that Fund or group of Funds; (ii) this
indemnification shall not apply to actions or omissions
constituting negligence or misconduct of Administrator or its
agents or subcontractors, including but not limited to
willful misfeasance, bad faith, or gross negligence in the
performance of their duties, or reckless disregard of their
obligations and duties under this Agreement; and (iii)
Administrator shall give the Trust prompt notice and
reasonable opportunity to defend against any such claim or
action in its own name or in the name of Administrator.
Administrator shall indemnify and hold harmless the
Trust from and against any and all claims, demands, expenses
and liabilities which such Trust may sustain or incur arising
out of, or incurred because of, the negligence or misconduct
of Administrator or its agents or subcontractors, provided
that such Trust shall give Administrator prompt notice and
reasonable opportunity to defend against any such claim or
action in its own name or in the name of such Trust.
12. EFFECTIVE DATE, AMENDMENT, AND TERMINATION. This
Agreement shall become effective as to any Fund as of the
effective date for that Fund specified in Schedule A hereto
and, unless terminated as hereinafter provided, shall remain
in effect with respect to such Fund thereafter from year to
year so long as such continuance is specifically approved
with respect to that Fund at least annually by a majority of
the Trustees who are not interested persons of Trust or
Administrator.
As to any Trust or Fund of that Trust, this Agreement
may be modified or amended from time to time by mutual
agreement between the Administrator and the Trust and may be
terminated by Administrator or Trust by at least sixty (60)
days' written notice given by the terminating party to the
other party. Upon termination as to any Fund, the Trust
shall pay to Administrator such compensation as may be due
under this Agreement as of the date of such termination and
shall reimburse Administrator for its costs, expenses, and
disbursements payable under this Agreement to such date. In
the event that, in connection with a termination, a successor
to any of the duties or responsibilities of Administrator
hereunder is designated by the Trust by written notice to
Administrator, upon such termination Administrator shall
promptly, and at the expense of the Trust or Fund with
respect to which this Agreement is terminated, transfer to
such successor all relevant books, records, and data
established or maintained by Administrator under this
Agreement and shall cooperate in the transfer of such duties
and responsibilities, including provision, at the expense of
such Fund, for assistance from Administrator personnel in the
establishment of books, records, and other data by such
successor.
13. ASSIGNMENT. Any interest of Administrator under
this Agreement shall not be assigned either voluntarily or
involuntarily, by operation of law or otherwise, without the
prior written consent of Trust.
14. BOOKS AND RECORDS. Administrator shall maintain,
or oversee the maintenance by such other persons as may from
time to time be approved by the Board of Trustees to
maintain, the books, documents, records, and data required to
be kept by the Trust under the 1940 Act, the laws of the
Commonwealth of Massachusetts or such other authorities
having jurisdiction over the Trust or the Fund or as may
otherwise be required for the proper operation of the
business and affairs of the Trust or the Fund (other than
those required to be maintained by any investment adviser
retained by the Trust on behalf of a Fund in accordance with
Section 15 of the 1940 Act).
Administrator will periodically send to the Trust all
books, documents, records, and data of the Trust and each of
its Funds listed in Schedule A that are no longer needed for
current purposes or required to be retained as set forth
herein. Administrator shall have no liability for loss or
destruction of said books, documents, records, or data after
they are returned to such Trust.
Administrator agrees that all such books, documents,
records, and data which it maintains shall be maintained in
accordance with Rule 31a-3 of the 1940 Act and that any such
items maintained by it shall be the property of the Trust.
Administrator further agrees to surrender promptly to the
Trust any such items it maintains upon request, provided that
the Administrator shall be permitted to retain a copy of all
such items. Administrator agrees to preserve all such items
maintained under Rule 31a-1 for the period prescribed under
Rule 31a-2 of the 1940 Act.
Trust shall furnish or otherwise make available to
Administrator such copies of the financial statements, proxy
statements, reports, and other information relating to the
business and affairs of each Fund of the Trust as
Administrator may, at any time or from time to time,
reasonably require in order to discharge its obligations
under this Agreement.
15. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. Any
obligation of Trust hereunder shall be binding only upon the
assets of Trust (or the applicable Fund thereof) and shall
not be binding upon any Trustee, officer, employee, agent or
shareholder of Trust. Neither the authorization of any
action by the Trustees or shareholders of Trust nor the
execution of this Agreement on behalf of Trust shall impose
any liability upon any Trustee or any shareholder.
16. USE OF ADMINISTRATOR'S NAME. The Trust may use its
name and the names of its Funds listed in Schedule A or any
other name derived from the name "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇" only
for so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to
the business of Administrator as it relates to the services
it has agreed to furnish under this Agreement. At such time
as this Agreement or any extension, renewal or amendment
hereof, or such other similar agreement shall no longer be in
effect, Trust will cease to use any name derived from the
name "▇▇▇▇▇ ▇▇▇ & Farnham" or otherwise connected with
Administrator, or with any organization which shall have
succeeded to Administrator's business herein described.
17. REFERENCES AND HEADINGS. In this Agreement and in
any such amendment, references to this Agreement and all
expressions such as "herein," "hereof," and "hereunder" shall
be deemed to refer to this Agreement as amended or affected
by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction or
effect of this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original.
Dated: February 14, 1997
▇▇▇▇▇ ▇▇▇ TRUST
ATTEST: By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
____________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED.
ATTEST: By: ____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
____________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Assistant Secretary
▇▇▇▇▇ ▇▇▇ TRUST
ADMINISTRATIVE AGREEMENT
SCHEDULE A
The Funds of the Trust currently subject to this Agreement
are as follows:
Name of Series Effective Date
-------------------------------------- -----------------
▇▇▇▇▇ ▇▇▇ Institutional Client High
Yield Fund February 14, 1997
Dated: February 14, 1997
▇▇▇▇▇ ▇▇▇ TRUST
ADMINISTRATIVE AGREEMENT
SCHEDULE B
Compensation pursuant to Section 7 of this Agreement shall be
calculated with respect to each Fund in accordance with the
following schedule applicable to average daily net assets of
the Fund:
Fund Administrative Fee Schedule
--------------------------- --------------------------------
▇▇▇▇▇ ▇▇▇ Institutional
Client High Yield Fund 0.15% of the first $500 million,
0.125% thereafter
Dated: February 14, 1997
