WCT Funds 1 September 1, 1997
EXHIBIT 6(II)
FORM OF
WCT FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day
of September, 1997, between WCT Funds, a Massachusetts business trust
(herein called the "Fund"), and Federated Services Company, a Delaware
business trust (herein called "FSC").
WHEREAS, the Fund is a Massachusetts business trust consisting of
one or more portfolios, which operates as an open-end management
investment company and will so register under the Investment Company
Act of 1940; and
WHEREAS, the Fund desires to retain FSC as its Administrator to
provide it with Administrative Services (as herein defined), and FSC is willing
to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FSC as
Administrator of the Fund on the terms and conditions set forth in
this Agreement; and FSC hereby accepts such appointment and agrees to
perform the services and duties set forth in Section 2 of this
Agreement in consideration of the compensation provided for in
Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the supervision
and control of the Fund's Board of Trustees, FSC will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of
the Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and
any amendments thereto, including the Declaration of Trust (which
has already been prepared and filed), the By-laws and minutes of
meetings of Trustees and shareholders;
(b) prepare and file with the Securities and Exchange Commission
and the appropriate state securities authorities the
registration statements for the Fund and the Fund's shares
and all amendments thereto, reports to regulatory
authorities and shareholders, prospectuses, proxy
statements, and such other documents all as may be necessary
to enable the Fund to make a continuous offering of its
shares;
(c) prepare, negotiate, and administer contracts on behalf of
the Fund with, among others, the Fund's investment adviser,
distributor, custodian, and transfer agent;
(d) supervise the Fund's custodian in the maintenance of the
Fund's general ledger and in the preparation of the Fund's
financial statements, including oversight of expense
accruals and payments, of the determination of the net asset
value of the Fund and of the declaration and payment of
dividends and other distributions to shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company
industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian
and transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a
charter to be adopted by FSC and the Fund;
(j) assist with the design, development, and operation of the
Fund;
(k) provide individuals reasonably acceptable to the Fund's
Board of Trustees for nomination, appointment, or election
as officers of the Fund, who will be responsible for the
management of certain of the Fund's affairs as determined by
the Fund's Board of Trustees; and
(l) consult with the Fund and its Board of Trustees on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FSC shall
agree in writing to perform for the Fund hereunder, shall hereafter
be referred to as "Administrative Services." Administrative Services
shall not include any duties, functions, or services to be performed
for the Fund by the Fund's investment adviser, distributor,
custodian, or transfer agent pursuant to their respective agreements
with the Fund.
3. Records. FSC shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section
31(a) of the Investment Company act of 1940 and the rules thereunder,
as the same may be amended from time to time, pertaining to the
Administrative Services performed by it and not otherwise created and
maintained by another party pursuant to contract with the Fund. Where
applicable, such records shall be maintained by FSC for the periods
and in the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Trust which are in the possession
of FSC shall be the property of the Fund. The Fund, or the Fund's
authorized representatives, shall have access to such books and
records at all times during FSC's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records
shall be provided promptly by FSC to the Fund or the Fund's
authorized representatives.
4. Expenses. FSC shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Fund,
including the compensation of FSC employees who serve as Trustees or
officers of the Fund. The Fund shall be responsible for all other
expenses incurred by FSC on behalf of the Fund, including without
limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, insurance premiums, fees payable to Trustees
who are not FSC employees, and trade association dues.
5. Compensation. For the Administrative Services provided, the
Fund hereby agrees to pay and FSC hereby agrees to accept as
full compensation for its services rendered hereunder an
administrative fee at an annual ------------ rate per
portfolio of the Fund's shares, payable daily, as specified
below:
Max. Admin. Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
However, in no event shall the administrative fee received during
any year of this Agreement be less than, or be paid at a rate less than would
aggregate $75,000, per portfolio.
6. Responsibility of Administrator.
(a) FSC shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except 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. FSC shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, trustee, partner,
employee or agent of FSC, who may be or become an officer,
Trustee, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any
business of the Fund (other than services or business in
connection with the duties of FSC hereunder) to be rendering
such services to or acting solely for the Fund and not as an
officer, trustee, partner, employee or agent or one under
the control or direction of FSC even though paid by FSC.
(b) FSC shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with
the above standards. In order that the indemnification
provisions contained in this Section 6 shall apply, however,
it is understood that if in any case the Fund may be asked
to indemnify or save FSC harmless, the Fund shall be fully
and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FSC
will use all reasonable care to identify and notify the Fund
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the
option to defend FSC against any claim which may be the
subject of this indemnification. In the event that the Fund
so elects, it will so notify FSC and thereupon the Fund
shall take over complete defense of the claim, and FSC shall
in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
Section. FSC shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked to
indemnify FSC except with the Fund's written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the
date hereof, and extend for a period of three years
following the first date upon which the Fund's initial
portfolio has sufficient average daily net assets, such that
FSC will begin to earn a sum not less than its minimum
("annualized") administrative fee per portfolio, pursuant to
Section 5 of this Agreement ("Initial Term").
(b) During any term of this Agreement, each time the Fund adds a
new portfolio, an additional term shall commence on the
first date upon which the new portfolio has sufficient
average daily net assets such that FSC will begin to earn a
sum not less than its minimum ("annualized") administrative
fee in connection with the New Portfolio pursuant to Section
5 of this Agreement ("Additional Term"). Such Additional
Term shall extend to the later to occur of (i) the third
anniversary of the commencement of the Additional Term, or
(ii) the expiration of the Initial Term.
(c) During any term of this Agreement, each time the Fund adds a
class of shares to any portfolio, an additional term shall
commence on the later to occur of (i) the first date upon
which the relevant portfolio has sufficient average daily
net assets such that FSC will begin to earn a sum not less
than its minimum ("annualized") administrative fee pursuant
to Section 5 of this Agreement, or (ii) the effective date
of the registration statement or post-effective amendment
registering the new class of shares ("Class Term"). Such
Class Term shall extend to the later to occur of (i) the
third anniversary of the commencement of the Class Term, or
(ii) the expiration of the Initial Term.
(d) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of
one year, unless notice of termination has been delivered by
either party to the other no less than one year before the
beginning of any such additional term.
8. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which an
enforcement of the change, waiver, --------- discharge or
termination is sought.
9. Limitations of Liability of Trustees or Officers, Employees, Agents
and Shareholders of the Fund. FSC is expressly put on notice of the
limitation of liability as set forth in the Fund's Declaration of
Trust and agrees that the obligations assumed by the Fund pursuant to
this Agreement shall be limited in any case to the Fund and its
assets and that FSC shall not seek satisfaction of any such
obligations from the shareholders of the Fund, the Trustees,
Officers, Employees or Agents of the Fund, or any of them.
10. Limitations of Liability of Trustees and Shareholders of FSC. The
execution and delivery of this Agreement have been authorized by the
Trustees of FSC and signed by an authorized officer of FSC, acting as
such, and neither such authorization by such 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, and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of FSC, but bind
only the trust property of FSC as provided in the Declaration of
Trust of FSC.
11. Notices. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if
delivered to the Fund, to its investment adviser and to FSC at the
following addresses: WCT Funds (Fund), Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: President, and, West Coast Trust
Company, Inc. (Adviser), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, Attention: President; and if delivered to FSC at Federated
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: President.
12. Miscellaneous. The captions in 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. If any provision of this Agreement shall be held or made
invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. Subject to the provisions of Section 6, hereof, this
Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed
by Pennsylvania law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the Investment Company Act of
1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
13. Counterparts. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
------------- constitute one and the same instrument.
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
above written.
WCT FUNDS
By:
[Title]
Attest:
Secretary
FEDERATED SERVICES COMPANY
By:
[Title]
Attest:
Secretary
