EXHIBIT 9(b)
ADMINISTRATIVE AGREEMENT
BETWEEN
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
AND
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL 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: December 12, 1996
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Secretary
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
Attest:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Secretary
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
ADMINISTRATIVE AGREEMENT
SCHEDULE A
The Funds of the Trust currently subject to this Agreement are
as follows:
Effective Date
---------------
▇▇▇▇▇ ▇▇▇ Institutional High Yield Fund January 1, 1997
Dated: December 12, 1996
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL 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:
Administrative Fee
Fund Schedule
---------------------------- ----------------------------
▇▇▇▇▇ ▇▇▇ Institutional 0.150% of first $500 million,
High Yield Fund 0.125% thereafter
Dated: December 12, 1996
