EXHIBIT 9 (e)
ADMINPRO AGRFORM
COMPASS CAPITAL FUNDS
ADMINISTRATION AGREEMENT
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AGREEMENT dated as of January __, 1996 between COMPASS CAPITAL
FUNDS(R), a Massachusetts business trust (the "Company"), PFPC INC. ("PFPC"), a
Delaware corporation, and COMPASS DISTRIBUTORS, INC. ("CDI"), a Delaware
corporation (collectively, the "Administrators").
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 the Administrators to provide,
as co-administrators, certain administration services and PFPC agrees to provide
certain accounting services for each class and series of units of beneficial
interest ("shares") in each of the Company's investment portfolios
(individually, a "Fund," collectively, the "Funds") as listed on Appendix A (as
such Appendix may, from time to time, be supplemented (or amended)) and the
Administrators are willing to furnish such administration services, and PFPC is
willing to furnish such accounting services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, it is agreed between the
parties hereto as follows:
1. APPOINTMENT OF ADMINISTRATORS. The Company hereby appoints each
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of the Administrators jointly to provide administration services, and PFPC to
provide accounting services, for each class and series of shares in each of the
Company's Funds on the terms and for the period set forth in this Agreement.
The Administrators and PFPC each accept such respective appointments and agree
to perform the services and duties set forth in Section 3 below in return for
the compensation provided in Section 5 below. In the event that the Company
establishes additional classes or investment portfolios other than the Funds
listed on Appendix A with respect to which it desires to retain the
Administrators to act as co-administrators and PFPC to act as fund accountant
hereunder, the Company shall notify the Administrators and PFPC, whereupon such
Appendix A shall be supplemented (or amended) and such portfolio shall become a
Fund hereunder and shall be subject to the provisions of this Agreement to the
same extent as the Funds (except to the extent that said provisions, including
the compensation payable on behalf of such new Fund, may be modified in writing
by the Company and Administrators at the time).
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2. DELIVERY OF DOCUMENTS. The Company has furnished each of the
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Administrators with copies, properly certified or authenticated, of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
a. The Company's Declaration of Trust, filed with the Secretary of
State of the Commonwealth of Massachusetts on December 22, 1988, as amended (the
"Charter");
b. The Company's Code of Regulations, as amended ("Code");
c. Resolutions of the Company's Board of Trustees authorizing the
execution and delivery of this Agreement;
d. The Company's most recent amendment to its Registration Statement
under the Securities Act of 1933, as amended, and under the 1940 Act on Form N-
1A as filed with the Securities and Exchange Commission (the "Commission") on
December 1, 1992 relating to its Funds (the Registration Statement, as presently
in effect and as amended or supplemented from time to time, is herein called the
"Registration Statement");
e. The Company's most recent Prospectuses and Statements of
Additional Information and all amendments and supplements thereto (such
Prospectuses and Statements of Additional Information and supplements thereto,
as presently in effect and as from time to time amended and supplemented, are
herein called the "Prospectuses"); and
f. The Company's Amended and Restated Distribution and Service Plan
relating to the respective share classes of the Company's investment portfolios
(collectively, the "Plan").
3. SERVICES AND DUTIES. The Administrators enter into the following
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covenants jointly and severally with respect to their administration and PFPC's
accounting services and duties:
a. Subject to the supervision and control of the Company's Board of
Trustees, the Administrators shall assist in supervising all aspects of the
Funds' operations, other than those investment advisory functions which are to
be performed by the Company's investment advisers pursuant to the Advisory
Agreements and those advisory and other services to be performed by any sub-
adviser or the custodian pursuant to the Company's Sub-Advisory Agreements and
Custodian Agreement, as amended from time to time, services to be performed by
the distributor
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pursuant to the Company's Distribution Agreement and the transfer agent pursuant
to the Company's Transfer Agency Agreement, as amended from time to time. In
this regard, the Administrators' responsibilities include:
(1) Providing personnel and supervising a facility in Wilmington,
Delaware (or in such other location as the Company shall reasonably
request) to receive purchase and redemption orders via the Company's toll-
free in-WATS telephone lines and transmitting such requests to the
Company's transfer agent as promptly as practicable;
(2) Providing for the preparing, supervising and mailing of
confirmations for all purchase and redemption orders to shareholders of
record;
(3) Providing and supervising the operation of an automated data
processing system to process purchase and redemption orders (the
Administrators assume responsibility for the accuracy of the data
transmitted for processing or storage);
(4) Maintaining a procedure external to the transfer agent's
system to reconstruct lost purchase and redemption data;
(5) Providing information and distributing written communications
concerning the Funds to their shareholders of record; handling shareholder
problems and calls;
(6) Supervising the services of individuals ("shareholder
representatives") provided by CDI whose principal responsibility and
function shall be to preserve and strengthen the Company's relationships
with its shareholders;
(7) Monitoring the Company's arrangements with respect to
services provided by certain institutional shareholders ("Service
Organizations") under the Plan, including monitoring and reviewing the
services rendered by Service Organizations to their customers who
beneficially own shares, pursuant to agreements between the Company and
such Service Organizations ("Servicing Agreements"); reviewing the
qualifications of Service Organizations wishing to enter into Servicing
Agreements with the Company; assisting in the execution and delivery of
Servicing Agreements; monitoring the Distributor's operations under the
Plan; monitoring the activities of the Company's transfer agent relating to
the calculation of front-end sales charges and deferred sales charges
payable in connection with the purchase of Shares, and the payment of
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all such sales charges to the Distributor or others (subject to the
applicable limitations of the National Association of Securities Dealers,
Inc. on asset-based sales charges); reporting to the Company's Board of
Trustees with respect to the amounts paid or payable by the Company from
time to time under the Plan and the nature of the services provided by
Service Organizations; and maintaining appropriate records in connection
with such duties; and
(8) Calculating the amount of distribution fees payable with respect
to the Plan on a daily basis and remitting such distribution fees pursuant to
the Plan.
b. The Administrators shall prepare or review, and provide
advice with respect to, all sales literature (advertisements, brochures and
shareholder communications) for each of the Funds and any class of shares
thereof.
c. The Administrators shall participate to the extent requested
by the Company and its counsel in the periodic updating of the Company's
Registration Statement; compile data and accumulate information for and
coordinate with the Company's Treasurer the preparation of reports to
shareholders of record and the Commission (e.g., Annual and Semi-Annual Reports
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on Form N-SAR), it being understood that the preparation and filing of timely
Notices pursuant to Rule 24f-2 shall be performed by the Company's Treasurer
with the assistance and advice of the Company's counsel; and file with the
Commission and other federal and state agency, subject to the approval of the
Company's Treasurer, reports and documents including, without limitation, Annual
and Semi-Annual Reports on Form N-SAR and federal and state tax returns and
required tax filings other than those required to be filed by the Company's
custodian or transfer agent.
d. For so long as the Company maintains an office in
Wilmington, Delaware, the Administrators shall pay the Company on the first day
of each month during such period an amount not to exceed $1,500 (or such lesser
amount as is appropriate in the event that the combined annual expenses of the
Company, Trust for Federal Securities, Municipal Fund for California Investors,
Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary
Investment and Temporary Investment Fund, Inc. (collectively, herein called the
"Companies") in maintaining their offices in Wilmington, Delaware total less
than $18,000 divided by the number of Companies which have maintained an office
in Wilmington, Delaware during the previous month).
e. The Administrators, after consultation with the distributor
and counsel for the Company, shall determine the jurisdictions in which the
Company's shares shall be registered
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or qualified for sale. The Administrators shall be responsible for maintaining
the registration or qualification of shares for sale under the securities laws
of any state and for preparing compliance filings pursuant to state securities
laws with the advice of the Company's counsel. Payment of share registration
fees and any fees for qualifying or continuing the qualification of the Company
or any Fund as a dealer or broker shall be made by the Company or Fund involved.
f. Monitor, and assist in developing compliance procedures for
each of the classes of the Company's Funds, which will include without
limitation, procedures to monitor compliance with each Fund's investment
objective, policies and limitations, tax matters, and applicable laws and
regulations.
g. The Administrators shall assist in monitoring of regulatory
and legislative developments which may affect the Company; assist in counseling
the Company with respect to regulatory examinations or investigations of the
Company; and work with the Company's counsel in connection with regulatory
matters or litigation.
h. PFPC agrees to maintain all financial accounts, records,
journals, ledgers and schedules for each Fund (other than those maintained by
the Company's Custodian and its Transfer Agent), and to install and maintain a
system of internal controls appropriate for entities of the size and complexity
of each Fund, and to provide reports, financial statements and other statistical
data as requested from time to time by the Administrators or by the Company. In
addition, PFPC shall compute each Fund's net asset value, net income and net
capital gain (loss) in accordance with the Company's Prospectus and resolutions
of its Board of Trustees. PFPC shall, together with the Company's Treasurer,
act as liaison with the Company's independent public accountants and shall
provide account analyses, fiscal year summaries and other audit related
schedules. PFPC shall 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 opinion, as such
may be required by the Company from time to time.
i. In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrators agree that all records which they maintain for the
Company are the property of the Company and further agree to surrender promptly
to the Company any of such records upon the Company's request. The
Administrators further agree 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
said Act.
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j. If the expenses borne by any Fund in any fiscal year exceed the
applicable expense limitations imposed by the securities regulations of any
state in which the Fund's shares are registered or qualified for sale to the
public, the Administrators jointly and severally agree to reimburse such Fund
for a portion of any such excess expense in an amount equal to the portion that
the administration fees otherwise payable by the Fund to the Administrators bear
to the total amount of the investment advisory and administration fees otherwise
payable by the Fund. The expense reimbursement obligation of the Administrators
is limited to the amount of their fees hereunder for such fiscal year, provided,
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however, that notwithstanding the foregoing, the Administrators shall reimburse
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such Fund for a portion of any such excess expenses in an amount equal to the
proportion that the fees otherwise payable to the Administrators bear to the
total amount of investment advisory and administration fees otherwise payable by
the Fund regardless of the amount of fees paid to the Administrators during such
fiscal year to the extent that the securities regulations of any state having
jurisdiction over the Fund so require. Such expense reimbursement, if any, will
be estimated, reconciled and paid on a monthly basis.
k. In the event of equipment failures beyond PFPC's control,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but shall have no liability with respect thereto.
PFPC 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.
l. In performing all of their services and duties as co-
administrators, the Administrators will act in conformity with the Charter,
Code, Prospectuses and resolutions and other instructions of the Company's Board
of Trustees and will comply with the requirements of the 1940 Act and other
applicable federal or state law.
4. EXPENSES ASSUMED AS ADMINISTRATORS. The Administrators will
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bear all expenses incurred by them in performing their services and duties as
co-administrators, except as otherwise expressly provided herein. Other
expenses to be incurred in the operation of the Funds, including taxes,
interest, brokerage fees and commissions, if any, salaries and fees of officers
and trustees who are not officers, directors, shareholders or employees of the
Administrators, or the Company's investment adviser or distributor for the
Funds, Commission fees and state Blue Sky qualification fees, advisory and
administration fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, outside
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auditing and legal expenses, costs of maintaining corporate existence,
typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Funds, costs of shareholders'
reports and corporate meetings and any extraordinary expenses, will be borne by
the Company, provided, however, that the Company will not bear, directly or
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indirectly, the cost of any activity which is primarily intended to result in
the sale of shares of the Funds otherwise than pursuant to the Plan.
5. COMPENSATION.
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a. For the services provided and the expenses assumed as
Administrators pursuant to Section 4 above, the Company will pay to PFPC, as
agent for itself and CDI, a monthly fee based on the net assets of each Fund,
initially in the amounts or at rates set forth on Appendix B hereto, and as
modified by agreement of the Administrators and the Company from time to time.
The fee attributable to each Fund shall be the several (and not joint or joint
and several) obligation of each portfolio.
b. For the purpose of determining fees payable to the Administrators
for administration services and PFPC for accounting services, the value of each
Fund's net assets shall be computed as required by its Prospectuses, generally
accepted accounting principles and resolutions of the Company's Board of
Trustees. The fee attributable to each Fund shall be the several (and not joint
or joint and several) obligation of each such Fund.
c. The Administrators will from time to time employ or associate with
themselves such person or persons as they may believe to be fitted to assist
them in the performance of this Agreement. Such person or persons may be
officers and employees who are employed by both the Company and either of the
Administrators. The compensation of such person or persons shall be paid by the
Administrators, and no obligation shall be incurred on behalf of the Company in
such respect.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrators
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agree on behalf of themselves and their employees to treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and its Funds and prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of their responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be withheld where the
Administrators may be exposed to civil or criminal contempt proceedings for
failure to comply,
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when requested to divulge such information by duly constituted authorities, or
when so requested by the Company.
7. LIMITATIONS OF LIABILITY. Neither Administrator shall be liable
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for any error of judgment or mistake of law or for any loss suffered by the
Company 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. Any person, even though also an
officer, director, employee or agent of either of the Administrators, who may be
or become an officer, employee or agent of the Company, shall be deemed, when
rendering services to the Company or acting on any business of the Company
(other than services or business in connection with the Administrators' duties
as co-administrator hereunder) to be rendering such services to or acting solely
for the Company and not as an officer, director, employee or agent or one under
the control or direction of the Administrators even though paid by either of
them. The Administrators agree that their liability under this Agreement, as
set forth herein, shall be joint and several.
8. DURATION AND TERMINATION. Unless sooner terminated as provided
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herein, this Agreement shall continue in effect with respect to the Fund until
March 31, 1997. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year, provided such that continuance
is specifically approved at least annually (a) by a vote of a majority of those
members of the Company's Board of Trustees who are not parties to this Agreement
or "interested persons" of any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the Company's Board of
Trustees or by vote of a "majority of the outstanding voting securities" of the
Company; provided, however, that this Agreement may be terminated by the Company
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at any time, without the payment of any penalty, by vote of a majority of the
entire Board of Trustees or a vote of a "majority of the outstanding voting
securities" of the Company, on 60-days' written notice to the Administrators, or
by the Administrators at any time, without the payment of any penalty, on 90-
days' written notice to the Company. This Agreement will automatically and
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
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9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
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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.
10. NOTICES. Notices of any kind to be given to the Company
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hereunder by the Administrators shall be in writing and shall be duly given if
mailed or delivered to the Company at Xxxxx 000, 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xx. Xxxxxx X. Xxxxx, Treasurer, with a
copy to PNB Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-
3496, Attention: Xxxxxx X. Xxxxx, Secretary, or at such other address or to
such individual as shall be so specified by the Company to the Administrators.
Notices of any kind to be given to the Administrators hereunder by the Company
shall be in writing and shall be duly given if mailed or delivered to Compass
Distributors, Inc. 000 Xxxxxx-Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxx and to PFPC Inc., 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxxxx, or at such other
address or to such other individual as shall be so specified by an Administrator
to the Company.
11. MISCELLANEOUS.
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a. 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 decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
b. The names "Compass Capital Funds" and "Trustees of Compass
Capital Funds" refer specifically 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 December 22, 1988, which is hereby referred to and a
copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of the Company. The
obligations of "Compass Capital 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, representatives or agents of the Company personally, but
bind only the Trust property (as defined in the Declaration of Trust), and all
persons dealing with any Fund or
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class of shares of the Company must look solely to the Trust property belonging
to such Fund or class for the enforcement of any claims against the Company.
12. COUNTERPARTS. This Agreement may be executed in counterparts,
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all of which together shall 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.
COMPASS CAPITAL FUNDS
By:_______________________
PFPC INC.
By:________________________
COMPASS DISTRIBUTORS, INC.
By:_________________________
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