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EX-99.B 5(b)(viii)
ADMINISTRATION AGREEMENT
OVERLAND EXPRESS FUNDS, INC.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 4, 1994
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company") on behalf of the Funds listed on the attached Appendix A (each a
"Fund") and ▇▇▇▇▇▇▇▇ Inc. (the "Administrator") as follows:
1. The Company is a registered open-end, management investment
company currently consisting of thirteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios (the "Funds"). The Company proposes to engage in the business of
investing and reinvesting the assets of the Fund in the manner and in
accordance with the investment objective and restrictions specified in the
Company's currently effective prospectus and statement of additional
information incorporated by reference therein relating to the Fund and the
Company (such prospectus and such statement of additional information being
collectively referred to as the "Prospectus") included in the Company's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Company under the Investment Company Act of 1940 (the
"Act") and the Securities Act of 1933. Copies of the documents referred to in
the preceding sentence have been furnished to the Administrator. Any
amendments to those documents shall be furnished to the Administrator promptly.
2. The Company is engaging the Administrator to provide the
administrative services specified elsewhere in this agreement, subject to the
overall supervision of the Board of Directors of the Company. The Company's
Board of Directors has directed that the Funds achieve their investment
objective by investing the Funds' assets in a corresponding portfolio of the
Master Investment Trust ("Trust"), another registered investment company, which
is advised by ▇▇▇▇▇ Fargo Bank, N.A. (the "Adviser"), until such time as the
Board decides to invest the Funds' assets in another registered investment
company or enters into an advisory contract to directly manage the Funds'
assets.
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3. The Administrator shall, at its expense, provide the
following administrative services in connection with the operations of the
Company and the Funds: (a) furnishing office space and certain facilities
required for conducting the business of the Funds; (b) general supervision of
the operation of the Funds, including coordination of the services performed by
the Company's investment adviser (if any), transfer agent, shareholder
servicing agents, custodian, independent accountants and legal counsel;
regulatory compliance, including the compilation of information for documents
such as reports to, and filings with, the Securities and Exchange Commission
and state securities commissions; and preparation of proxy statements and
shareholder reports for the Company; (c) the compensation of the Company's
directors, officers and employees who are affiliated with the Administrator;
(d) general supervision relating to the compilation of data required for the
preparation of periodic reports on the performance of its obligations under
this agreement and statements of the Funds that are distributed to the
Company's officers and Board of Directors and the preparation of such
additional reports and information as the Company's Board of Directors or
officers shall reasonably request; and (e) all other administrative services
reasonably necessary for the operation of the Funds, other than those services
that are to be provided by the Company's shareholder servicing agents and
transfer and dividend disbursing agent.
4. Except as provided in each of the Company's advisory
contracts and administration agreements, the Company shall bear all costs of
its operations, including the compensation of its directors who are not
affiliated with any investment adviser of the Company's Funds, the
Administrator or any of their affiliates; any advisory, shareholder servicing
and administration fees; payments for distribution-related expenses pursuant to
any Rule 12b-1 Plan, i.e., a plan of distribution of the Company adopted on
behalf of any of the Funds pursuant to Rule 12b-1 under the Act; governmental
fees; interest charges; taxes; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent;
expenses of redeeming shares; expenses of preparing and printing any stock
certificates, prospectuses (except the expense of printing and mailing
prospectuses used for promotional purposes, unless otherwise payable pursuant
to a Rule 12b-1 Plan), shareholders' reports, notices, proxy statements and
reports to regulatory agencies; travel expenses of directors, officers and
employees; office supplies; insurance premiums and certain expenses relating to
insurance coverage; trade association membership dues; any brokerage and other
expenses connected with the execution of portfolio securities transactions;
fees and expenses of any custodian, including those for keeping books and
accounts and calculating the net asset value per share of the Funds; expenses
of shareholders' meetings; expenses relating to the issuance, registration and
qualification of shares of the Funds; pricing services, if any; organizational
expenses; and any extraordinary expenses. Expenses attributable to one or
more, but not all, of the Funds are charged against the assets of the relevant
Funds. General expenses of the Funds are allocated among the Funds in a manner
proportionate to the net assets of each Fund, on a transactional basis or on
such other basis as the Board of Directors deems equitable.
5. The Administrator shall give the Company the benefit of the
Administrator's best judgment and efforts in rendering services under this
agreement. As an inducement to the Administrator's undertaking to render these
services, the Company agrees that the Administrator shall not be liable under
this agreement for any mistake in judgment or in any other event
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whatsoever except for lack of good faith, provided that nothing in this
agreement shall be deemed to protect or purport to protect the Administrator
against any liability to the Company or its shareholders to which the
Administrator would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Administrator's duties
under this agreement or by reason of reckless disregard of its obligations and
duties hereunder.
6. In consideration of the services to be rendered by the
Administrator under this agreement, the Company shall pay the Administrator a
monthly fee on the first business day of each month, at the annual rates shown
on Exhibit A of the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset value per share)
of the Funds' net assets during the preceding month. If the fee payable to the
Administrator pursuant to this paragraph 6 begins to accrue before the end of
any month or if this agreement terminates before the end of any month, the fee
for the period from the effective date to the end of that month or from the
beginning of that month to the termination date, respectively, shall be
prorated according to the proportion that the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating
each such monthly fee, the value of a Fund's net assets shall be computed in
the manner specified in its Prospectus and the Company's Articles of
Incorporation for the computation of the value of the Fund's net assets in
connection with the determination of the net asset value of Fund shares.
7. If in any fiscal year the total expenses of a Fund incurred
by, or allocated to, the Fund, excluding taxes, interest, brokerage commissions
and other portfolio transaction expenses, other expenditures that are
capitalized in accordance with generally accepted accounting principles,
extraordinary expenses and amounts accrued or paid under a Rule 12b-1 Plan of
the Fund, but including the fees provided for in paragraph 6 and those provided
for pursuant to any investment advisory agreement of the Fund ("includable
expenses"), exceed the most restrictive expense limitation applicable to the
Fund imposed by state securities laws or regulations thereunder, as these
limitations may be raised or lowered from time to time, the Administrator shall
waive or reimburse that portion of the excess derived by multiplying the excess
by a fraction, the numerator of which shall be the percentage at which the
excess portion attributable to the fee payable pursuant to this agreement is
calculated under paragraph 6 hereof, and the denominator of which shall be the
sum of such percentage plus the percentage at which the excess portion
attributable to any fee payable pursuant to an investment advisory agreement of
the Fund and/or the Trust, to the extent the Fund has invested its assets in
the Trust, is calculated (the "Applicable Ratio"), but only to the extent of
the fee hereunder for the fiscal year. If the fees payable under this
agreement and/or any Fund or Trust investment advisory agreement contributing
to such excess portion are calculated at more than one percentage rate, the
Applicable Ratio shall be calculated separately on the basis of, and applied
separately to, the portions of the fees calculated at the different rates. At
the end of each month of the Company's fiscal year, the Company shall review
the includable expenses accrued during that fiscal year to the end of that
period and shall estimate the includable expenses for the balance of that
fiscal year. If as a result of that review and estimation it appears likely
that the includable expenses will exceed the limitations referred to in this
paragraph 7 for a fiscal year with respect to the Fund, the monthly fee set
forth in paragraph 6 payable to the Administrator for such month shall be
reduced, subject to a later adjustment, by an amount equal to the Applicable
Ratio times the pro rata portion (prorated on
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the basis of the remaining months of the fiscal year, including the month just
ended) of the amount by which the includable expenses for the fiscal year are
expected to exceed the limitations provided for in this paragraph 7. For
purposes of computing the excess, if any, over the most restrictive applicable
expense limitation, the value of the Fund's net assets shall be computed in the
manner specified in the last sentence of paragraph 6, and any reimbursements
required to be made by the Administrator shall be made once a year promptly
after the end of the Company's fiscal year.
8. This agreement shall become effective on its execution date
and shall thereafter continue in effect for a period of no less than two years.
Thereafter, this agreement may be terminated at any time, without the payment
of any penalty, by a vote of a majority of the Fund's outstanding voting
securities (as defined in the Act) and by a vote of a majority of the Company's
entire Board of Directors on 60 days' written notice to the Administrator or by
the Administrator on 60 days' written notice to the Company.
9. Except to the extent necessary to perform the Administrator's
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Administrator, or any affiliate of the Administrator,
or any employee of the Administrator to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.
10. This agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
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If the foregoing correctly sets forth the agreement between the
Company and the Administrator, please so indicate by signing and returning to
the Company the enclosed copy hereof.
Very truly yours,
OVERLAND EXPRESS FUNDS, INC.,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Chief Operating Officer,
Secretary and Treasurer
ACCEPTED as of the date
set forth above:
▇▇▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Title: Vice President
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APPENDIX A
Annual Fee (as a
% of average daily
List of Funds net assets)
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Overland Sweep Fund 0.025%
Short-Term Municipal Income Fund 0.15% up to $200
(formerly the 1-3 Year Duration Municipal million in assets;
Income Fund) 0.10% in excess of
$200 million in assets
1-3 Year Duration Government Income Fund (liquidated) 0.15% up to $200
million in assets;
0.10% in excess of
$200 million in assets
Short-Term Government-Corporate Income Fund (formerly, the 0.15% up to $200
1-3 Year Duration Full Faith and Credit Government Income million in assets;
Fund) 0.10% in excess of
$200 million in assets
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