ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of May 1, 1995 by
and between THE SHAREHOLDER SERVICES GROUP, INC., a Massachusetts
corporation ("TSSG"), and AMBASSADOR FUNDS, a Massachusetts
business trust (the "Company").
WHEREAS, the Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company desires to retain TSSG to render
certain administrative services to the Ambassador Established
Company Growth Fund, Ambassador Growth Fund, Ambassador Growth &
Income Fund, Ambassador Small Company Growth Fund, Ambassador
International Stock Fund, Ambassador Indexed Stock Fund,
Ambassador Balanced Fund, Ambassador Bond Fund, Ambassador Income
Bond Fund, Ambassador Intermediate Bond Fund, Ambassador Money
Market Fund, Ambassador U.S. Treasury Fund, Ambassador Tax-Free
Bond Fund, Ambassador Tax-Free Intermediate Bond Fund, Ambassador
Michigan Tax-Free Bond Fund and Ambassador Tax-Free Money Market
Fund (each, a "Fund" and collectively, the "Funds") of the Company
and TSSG is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Company hereby appoints TSSG to act
as Administrator of the Company on the terms set forth in this
Agreement. TSSG accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided for
in the Fee Schedule.
In the event that the Company establishes one or more
portfolios other than the Funds with respect to which the Company
decides to retain TSSG to act as administrator and accounting
services provider, the Company shall so notify TSSG in writing.
If TSSG is willing to render such services, TSSG shall notify the
Company in writing whereupon such portfolio shall be deemed to be
a Fund hereunder. Without limiting the foregoing, it is
understood that the Company will from time to time issue separate
series or classes of shares and may classify and reclassify shares
of any such series or class. TSSG shall identify to each such
series or class property belonging to such series or class and in
such reports, confirmations and notices to the Company called for
under this Agreement shall identify the series or class to which
such report, confirmation or notice pertains.
2. Delivery of Documents. The Company has furnished TSSG
with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Company's Board of Trustees
authorizing the appointment of TSSG to provide administrative
services to the Company and approving this Agreement;
(b) The Company's Declaration of Trust filed with
the Secretary of State to the Commonwealth of Massachusetts on
August 31, 1989 and all amendments thereto (the "Declaration of
Trust");
(c) The Company's Code of Regulations and all
amendments thereto (the "Code of Regulations");
(d) The Investment Advisory Agreement between Munder
Capital Management (the "Adviser") and the Company January 31,
1995, as amended;
(e) The Custody Agreement between Comerica Bank (the
"Custodian") and the Company dated June 13, 1994 (the "Custody
Agreement");
(f) The Transfer Agency and Registrar Agreement
between The Shareholder Services Group, Inc. (the "Transfer
Agent") and the Company dated August 8, 1994;
(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. 33-30913 and 811-5899), as filed
with the Securities and Exchange Commission ("SEC") on September
1, 1989, relating to the Company's shares of beneficial interest,
and all amendments thereto; and
(h) The Company's most recent prospectuses and
statement of additional information (together, the "Prospectus").
The Company will furnish TSSG from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing. Furthermore, the Company will
provide TSSG with any other documents that TSSG may reasonably
request and will notify TSSG as soon as possible of any matter
materially affecting the performance by TSSG of its services under
this Agreement.
3. Duties as Administrator. Subject to the supervision
and direction of the Board of Trustees of the Company, TSSG, as
Administrator, will use its best judgment 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 TSSG or a corporate affiliate);
(b) Furnishing statistical and research data, data
processing services, clerical services, internal legal, executive
and administrative services and stationery and office supplies in
connection with the foregoing;
(c) Furnishing corporate secretarial services
including preparation and distribution of materials for Board of
Trustees meetings;
(d) Assisting in the preparation of the Company's
Registration Statement and any Pre-Effective and Post-Effective
Amendments to the Company's Registration Statement, Notices of
Annual or Special Meetings of Shareholders and Proxy materials
relating to such Meetings;
(e) Assisting in the determination of the
jurisdictions in which the Company's shares will be registered or
qualified for sale and, in connection therewith, shall be
responsible for the initial registration or qualification and the
maintenance of such registration or qualification of such shares
for sale under the securities laws of any state. Payment of share
registration fees and any fees for qualifying or continuing the
qualification of any Fund as a dealer or broker shall be made by
that Fund;
(f) Providing the services of certain persons who
may be appointed as officers of the Company by the Company's Board
of Trustees;
(g) Providing legal advice and counsel to the
Company with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the
Company and assisting in the strategic response to such
developments, counseling and assisting the Company in routine
regulatory examinations or investigations of the Company, and
working closely with outside counsel to the Company in response to
any litigation or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including
the 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 and agrees that all records that it maintains for the
Company are the property of the Company and further agrees to
surrender promptly to the Company any such records at the
Company's request);
(i) Internal auditing and treasury services;
(j) Valuing the Company's assets and calculating the
net asset value of the shares of each Fund on each business day;
(k) Accumulating information for and, subject to
approval by the Company's Treasurer, preparing reports to the
Company's shareholders of record and the SEC including, but not
necessarily limited to, Annual and Semi-Annual Reports, Semi-
Annual Reports on Form N-SAR and Notices pursuant to Rule 24f-2;
(l) Reviewing and providing advice and counsel on
all sales and advertising materials prepared on behalf of the
Company;
(m) Preparing, signing and filing the Company's tax
returns;
(n) Assisting the Adviser, at the Adviser's request,
in monitoring and developing compliance procedures for the Company
which will include, among other matters, procedures to assist the
Adviser in monitoring compliance with each Fund's investment
objective, policies, restrictions, tax matters and applicable laws
and regulations and performing certain monthly compliance tests;
and
(o) Preparing and furnishing the Company (at the
Company's request) with performance information (including yield
and total return information) calculated in accordance with
applicable U.S. securities laws and reporting to external
databases such information as may reasonably be requested.
Without limiting the foregoing services, it is agreed that
TSSG will perform the following accounting functions on an ongoing
basis:
(a) Journalize each Fund's investment, capital share
and income and expense activities;
(b) Maintain individual ledgers for investment
securities;
(c) Maintain historical tax lots for each security;
(d) Maintain financial records in accordance with
the 1940 Act and the Rules and Regulations thereunder;
(e) Reconcile on a daily basis cash and on a weekly
basis investment balances of the Company with the custodian;
(f) Post to and prepare each Fund's Statement of
Assets and Liabilities and Statement of Operations;
(g) Calculate various contractual expenses (e.g.,
advisory and administration, transfer agency and custody fees):
(h) Monitor the expense accruals and notify Company
management of any proposed adjustments;
(i) Control all disbursements from the Company and
authorize such disbursements upon proper instructions;
(j) Calculate capital gains and losses;
(k) Determine each Fund's net income;
(l) Obtain security market quotes from independent
pricing services approved by the Adviser and the Company's Board
of Trustees, or if such quotes are unavailable, then obtain such
prices from the Adviser, and in either case calculate the market
value of each Fund's investments;
(m) Transmit or mail a copy of the daily portfolio
valuation to the Adviser, if requested;
(n) Compute the net asset value of each Fund;
(o) Compute the Fund's yields, total return, expense
ratios, portfolio turnover rate, and portfolio average dollar-
weighted maturity;
(p) Xxxx securities to market based upon quotes
furnished by the Adviser, an independent pricing agent approved by
the Company's Board of Trustees or based upon values derived from
yield data relating to classes of instruments obtained from
reputable sources, provided that any pricing system based on yield
data for selected instruments must be based upon market quotations
for sufficient numbers and types of instruments to be a
representative sample of each class of instrument held by each
Fund, as applicable, both in terms of the types of instruments as
well as the differing quality of instruments;
(q) Assist in monitoring compliance and assist in
the development of compliance procedures for each Fund which will
include among other matters, monitoring compliance with each
Fund's investment objectives, policies, restrictions, tax matters
and applicable laws and regulations;
(r) As appropriate, transmit to the Custodian
instructions received from the Adviser;
(s) Prepare semi-annual financial statements for
each Fund, which will include but not be limited to, the following
items (the form and content of such statements shall be in
accordance with generally accepted accounting principles):
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement, if applicable;
(t) Prepare monthly broker security transactions
summaries;
(u) Prepare monthly security transaction listings;
(v) Supply various Company statistical data as
reasonably requested on an ongoing basis;
(w) Keep all books and records with respect to the
Company's books of account;
(x) Keep records of the Company's securities
transactions, portfolio valuations and securities positions; and
(y) Act as liaison with the Company's independent
public accountants and provide account analyses, fiscal year
summaries, and other audit related schedules. TSSG will take all
reasonable action in the performance of its obligations under this
Agreement to assure that the necessary information is made
available to such accountants for the expression of their
opinions, as such may be required by the Company from time to
time.
In performing its duties as Administrator of the Company,
TSSG (a) will act in accordance with the Declaration of Trust,
Code of Regulations, Prospectus and with the instructions and
directions of the Board of Trustees of the Company 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 Company, as necessary and
appropriate.
4. Allocation of Expenses. TSSG shall bear all expenses
in connection with the performance of its services under this
Agreement.
(a) TSSG will from time to time employ or associate
with itself such person or persons as TSSG 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 TSSG and the Company. The compensation
of such person or persons shall be paid by TSSG and no obligation
shall be incurred on behalf of the Company in such respect.
(b) TSSG 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; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees
of the Company who are not affiliated with TSSG; outside auditing
expenses; outside legal expenses; or other expenses not specified
in this Section 4 which may be properly payable by the Company.
(c) For the services to be rendered, the facilities
to be furnished and the payments to be made to TSSG, as provided
for in this Agreement, the Company shall compensate TSSG for its
services rendered pursuant to this Agreement in accordance with
the fees set forth in the Fee Schedule, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket
disbursements of TSSG for which TSSG will be entitled to xxxx
separately. Out-of-pocket disbursements shall include, but shall
not be limited to, the items specified in Schedule A annexed
hereto and incorporated herein, which schedule may be modified by
mutual consent of the parties hereto.
(d) TSSG 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 TSSG the amount of
such billing.
(e) If in any fiscal year the aggregate expenses of
any Fund (as defined under the securities regulations of any state
having jurisdiction over such Fund) exceed the expense limitations
of any such state, the Company may deduct from the total fees to
be paid with respect to such Fund under this Agreement and under
the Investment Advisory Agreement, Custody Agreement, or the
Adviser, TSSG and the Custodian together will bear, to the extent
required by state law, that portion of the excess which bears the
same relation to the total of such excess as said total fees with
respect to such Fund bear to the total fees otherwise payable for
the fiscal year by the Company pursuant to the aforesaid
Agreements and the Company's investment advisory agreement with
respect to such Fund. Such deduction or payment, if any, with
respect to TSSG will be limited to the amount of the fee paid
hereunder for the applicable period with respect to the Fund
involved.
5. Limitation of Liability. TSSG 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 TSSG's willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties, or
by reason of its reckless disregard of its obligations and duties
under this Agreement. The Company will indemnify TSSG against and
hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not
resulting from the willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties or by
reason of its reckless disregard thereof. TSSG will indemnify the
Company against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand,
action or suit, based on TSSG's willful misfeasance, bad faith or
gross negligence in the performance of such obligations and duties
or by reason of its reckless disregard thereof.
The names "Ambassador Funds" and "Trustees of
Ambassador Funds" refer respectively to the Trust created and the
Trustees as trustees but not individually or personally, acting
from time to time under a Declaration of Trust dated August 30,
1989 which is hereby referred to and a copy of which is on file at
the office of the Secretary of the Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of
"Ambassador Funds" entered into in the name or on behalf thereof
by any of the Trustees, officers, representatives or agents are
not made individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives
or agents of the Trust personally, but bind only the Trust
Property, and all persons dealing with any class of shares of the
Trust must look solely to the Trust Property belonging to such
class for the enforcement of any claims against the Trust.
6. Termination of Agreement.
(a) This Agreement shall become effective on the
date hereof and shall remain in force from year to year unless
terminated pursuant to the provision of sub-section (b) of this
Section 6.
(b) This Agreement may be terminated with respect to
any Fund at any time without payment of any penalty, upon 60 days'
written notice, by vote of the holders of a majority of the
outstanding voting securities of such Fund, or by vote of a
majority of the Board of Trustees of the Company, or by TSSG.
(c) Section 9 shall survive the termination of this
Agreement.
(d) In the event of equipment failures beyond TSSG's
control, TSSG shall, at no additional expense to the Company, take
reasonable steps to minimize service interruptions but shall have
no liability with respect thereto. The foregoing obligation shall
not extend to computer terminals located outside of premises
maintained by TSSG. TSSG shall enter into and shall maintain in
effect with appropriate parties one or more agreements making
reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is
available.
7. Amendment to this Agreement. No provision of this
Agreement may be changed, discharged or terminated orally, but
only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Company
or TSSG 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.
To the Company:
Xxx X. Xxxxxx
President, Ambassador Funds
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
To TSSG:
The Shareholder Services Group, Inc.
00 Xxxxx Xxxxxx - 000-000X
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
(b) This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors
and assigns, provided that this Agreement shall not be assignable
without the written consent of the other party.
(c) This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
(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) This Agreement and the fee schedule hereto
constitute the entire agreement between the parties hereto with
respect to the matters described herein.
9. Confidentiality. All books, records, information and
data pertaining to the business of the Company that are exchanged
or received pursuant to the performance of TSSG's duties under
this Agreement shall remain confidential and shall not be
voluntarily disclosed to any other person, except as specifically
authorized by the Company or as may be required by law, and shall
not be used by TSSG for any purpose other than the performance of
its responsibilities and duties hereunder.
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.
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
AMBASSADOR FUNDS
By: /s/ Illegible
Name: Illegible
Title:
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
I. FEES FOR ADMINISTRATION SERVICES -- (Fund Administration and
Fund Accounting)
A. The following annual Fund Administration fees apply:
.12% of the first $2.8 billion of the average daily
net assets of the Companies (as defined below); and
.105% of the next $2.2 billion of the Companies'
average daily net assets; and
.10% of the Companies' average daily net assets over
$5 billion.
"Companies" shall include Ambassador Funds, St. Clair Funds, Inc.
and The Munder Funds, Inc.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of
$1.2 million per annum will apply for all portfolios in the
Ambassador, St. Clair and Munder Fund Families.
SCHEDULE A
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses include, but are not limited
to, the following:
- Postage (including overnight courier services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating
- Pricing services
- Forms and supplies
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ambass\agreements\admin\admn2.doc
