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Exhibit 9(a)
MANAGEMENT AND ADMINISTRATION AGREEMENT
AGREEMENT made this 27 day of October, 1995, between THE COVENTRY GROUP
(the "Trust"), a Massachusetts business trust having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES
LIMITED PARTNERSHIP d/b/a BISYS FUND SERVICES ("Administrator"), having its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business trust and registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain Administrator to furnish
management and administration services to certain investment portfolios of the
Trust and may retain Administrator to serve in such capacity with respect to
additional investment portfolios of the Trust, all as now or hereafter may be
identified in Schedule A hereto as such Schedule may be amended from time to
time (individually referred to herein as "Fund" and collectively referred to
herein as the "Funds"); and
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Manager and Administrator
Subject to the direction and control of the Board of Trustees
of the Trust, Administrator will assist in supervising all aspects of the
operations of the Funds except those performed by the investment adviser for
the Funds under its Investment Advisory Agreement, the custodian for the Funds
under its Custodian Agreement, the transfer agent for the Funds under its
Transfer Agency Agreement and the fund accountant for the Funds under its Fund
Accounting Agreement.
Administrator will maintain office facilities (which may be in
the offices of Administrator or an affiliate but shall be in such location as
the Trust shall reasonably determine); furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Commission on Form N-SAR or any replacement
forms therefor; compile data for, assist the Trust or its designee in the
preparation of, and file, all the Funds' federal and state tax returns and
required tax filings other than those required to be made by the Funds'
custodian and transfer agent; prepare compliance filings pursuant to state
securities laws with the advice of the Trust's counsel; assist to the extent
requested by the Trust with the Trust's preparation of its Annual and
Semi-Annual Reports to Shareholders and its Registration Statements (on Form
N-1A or any replacement therefor); compile data for and prepare for filing
Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act;
keep and maintain the financial accounts and records of the Funds, including
calculation of daily expense accruals; in the case of money market funds,
periodic review of the amount of the deviation, if any, of the current net
asset value per share (calculated using available
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market quotations or an appropriate substitute that reflects current market
conditions) from each money market fund's amortized cost price per share; and
generally assist in all aspects of the operations of the Funds. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, Administrator hereby
agrees that all records which it maintains for the Trust are the property of
the Trust and further agrees to surrender promptly to the Trust any of such
records upon the Trust's request. Administrator further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act. Administrator may delegate some
or all of its responsibilities under this Agreement.
Administrator may, at its expense, subcontract with any entity or
person concerning the provision of the services contemplated hereunder;
provided, however, that Administrator shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor and
provided further, that Administrator shall be responsible, to the extent
provided in Section 4 hereof, for all acts of such subcontractor as if such
acts were its own.
2. Fees; Expenses: Expense Reimbursement
In consideration of services rendered and expenses assumed pursuant to
this Agreement, each of the Funds will pay Administrator on the first business
day of each month, or at such time(s) as Administrator shall request and the
parties hereto shall agree, a fee computed daily and paid as specified below
calculated at the applicable annual rate set forth on Schedule A hereto. The
fee for the period from the day of the month this Agreement is entered into
until the end of that month shall be prorated according to the proportion which
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.
For the purpose of determining fees payable to Administrator, the value
of the net assets of a particular Fund shall be computed in the manner
described in the Trust's Declaration of Trust or in the Prospectus or
Statement of Additional Information respecting that Fund as from time to time
is in effect for the computation of the value of such net assets in connection
with the determination of the liquidating value of the shares of such Fund.
Administrator will from time to time employ or associate with itself
such person or persons as Administrator may believe to be particularly fitted
to assist it in the performance of this Agreement. Such person or persons may
be partners, officers, or employees who are employed by both Administrator and
the Trust. The compensation of such person or persons shall be paid by
Administrator and no obligation may be incurred on behalf of the Funds in such
respect. Other expenses to be incurred in the operation of the Funds including
taxes, interest, brokerage fees and commissions, if any, fees of Trustees who
are not partners, officers, directors, shareholders or employees of
Administrator or the investment adviser or distributor for the Funds,
Commission fees and state Blue Sky qualification and renewal fees and expenses,
investment advisory fees, custodian fees, transfer and dividend disbursing
agents' fees, fund accounting fees including pricing of portfolio securities,
service organization fees, certain insurance premiums,
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outside and, to the extent authorized by the Trust, inside auditing and legal
fees and expenses, costs of maintenance of corporate existence, typesetting and
printing prospectuses for regulatory purposes and for distribution to current
shareholders of the Funds, costs of shareholders' and Trustees' reports and
meetings and any extraordinary expenses will be borne by the Funds; provided,
however, that the Funds will not bear, directly or indirectly, the cost of any
activity which is primarily intended to result in the distribution of shares of
the Funds.
If in any fiscal year the aggregate expenses of a particular
Fund (as defined under the securities regulations of any state having
jurisdiction over the Trust) exceed the expense limitations of any such state,
Administrator will reimburse such Fund for a portion of such excess expenses
equal to such excess times the ratio of the fees respecting such Fund otherwise
payable to Administrator hereunder to the aggregate fees respecting such Fund
otherwise payable to Administrator hereunder and to Ernst & Company under the
Investment Advisory Agreements between Ernst & Company and the Trust. The
expense reimbursement obligation of Administrator is limited to the amount of
its fees hereunder for such fiscal year, provided, however, that notwithstanding
the foregoing, Administrator shall reimburse a particular Fund for such
proportion of such excess expenses regardless of the amount of fees paid to it
during such fiscal year to the extent that the securities regulations of any
state having jurisdiction over the Trust so require. Such expense reimbursement,
if any, will be estimated daily and reconciled and paid on a monthly basis.
3. Proprietary and Confidential Information
Administrator agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present, or
potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
4. Limitation of Liability
Administrator shall not be liable for any loss suffered by the
Funds in connection with the matters to which this Agreement relates, except
for a loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Any person, even though also a
partner, employee, or agent of Administrator, who may be or become an officer,
Trustee, employee, or agent of the Trust or the Funds shall be deemed, when
rendering services to the Trust or the Funds, or acting on any business of that
party, to be rendering such services to or acting solely for that party and not
as a partner, employee, or agent or one under the control or direction of
Administrator even though paid by it.
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5. Term
This Agreement shall become effective as of the date first written
above (or, if a particular Fund is not in existence on the date, on the date an
amendment to Schedule A to this Agreement relating to that Fund is executed)
and shall continue until October 26, 2000, and unless sooner terminated as
provided herein, thereafter shall be renewed automatically for successive
1-year terms, unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the
then-current term; provided that such continuance is specifically reviewed and
approved at least annually (a) by the vote of a majority of the Trust's Board
of Trustees or by the vote of a majority of the outstanding voting securities
of such Fund and (b) by the majority of the Trust's Trustees who are not
parties to the Agreement or interested persons (as defined in the 0000 Xxx) of
any party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. The scope of such review shall be whether
there is any "cause" (as defined below) that would justify terminating the
Agreement. This Agreement is terminable with respect to a particular Fund
through a failure to renew at the end of a 5-year term; upon mutual agreement
of the parties hereto; or for "cause" by the party alleging "cause," in any
case on not less than 60 days notice by the Trust's Board of Trustees or by
Administrator. Written notice not to renew may be given for any reason, with
or without "cause" (as defined below).
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) any circumstance which substantially impairs the
performance of the obligations and duties of the party to be terminated, or the
ability to perform those obligations and duties, as contemplated herein.
Notwithstanding the foregoing, the absence of either or both an annual review
or ratification of this Agreement by the Board of Trustees shall not, in and of
itself, constitute "cause" as used herein.
If, for any reason other than "cause" as defined above,
Administrator is replaced as fund manager and administrator, or if a third
party is added to perform all or a part of the services provided by
Administrator under this Agreement (excluding any sub-administrator appointed
by Administrator as provided in Section 1 hereof), then the Trust shall make a
one-time cash payment, as liquidated damages, to Administrator equal to the
balance due Administrator for the remainder of the term of this Agreement,
assuming for purposes of calculation of the payment that the asset level of the
Trust on the date Administrator is replaced, or a third party is added, will
remain constant for the balance of the contract term.
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6. Governing Law and Matters Relating to the Trust as a
Massachusetts Business Trust
This Agreement shall be governed by the law of the Commonwealth
of Massachusetts. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust personally, but shall bind
only the trust property of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees, and this Agreement has been
signed and delivered by an authorized officer of the Trust, acting as such, and
neither such authorization by the Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
trust property of the Trust as provided in the Trust's Agreement and
Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first written above.
THE COVENTRY GROUP BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: /s/ R. Xxxxxxx Xxxxx By: BISYS Fund Services, Inc.,
-------------------- General Partner
Title: Assistant Secretary By: /s/ Xxxxxxx X. Xxxxxx
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Date: October 27, 1995
---------------- Title:
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Date: October 27, 1995
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Dated: 10/27/95
SCHEDULE A
TO THE
MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN THE COVENTRY GROUP AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Name of Fund Compensation*
--------------------------------- -------------------------------
Ernst Asia Fund Annual Rate of seventeen one-
Ernst Global Resources Fund hundredths of one percent (.17%)
of each such Fund's average
daily net assets
THE COVENTRY GROUP
By: /s/ R. Xxxxxxx Xxxxx
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BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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*All fees are computed daily and paid periodically.
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Dated: 2/2/96
SCHEDULE A
TO THE
MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN THE COVENTRY GROUP AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Name of Fund Compensation*
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Ernst Asia Fund Annual Rate of seventeen one-hundredths
Ernst Global Resources Fund of one percent (.17%) of each such
Ernst Global Asset Allocation Fund Fund's average daily net assets
Ernst Global Smaller Companies Fund
Ernst Australian-New Zealand
Fixed Income Fund
THE COVENTRY GROUP
By: /s/ R. Xxxxxxx Xxxxx
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BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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* All fees are computed daily and paid periodically.
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