ADMINISTRATION AGREEMENT
THIS AGREEMENT dated as of September 7, 2001, by and between each of the
Trusts listed on Exhibit A (each the "Trust"), and Xxxxxx Guaranty Trust Company
of New York or The Chase Manhattan Bank or their Successor (the
"Administrator").
W I T N E S S E T H :
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new series to be
created hereby authorizes the Administrator to provide administrative services
to the Trust in accordance with the terms and conditions of this Agreement. The
Administrator's services shall be subject to the direction and control of the
Board of Trustees of the Trust and shall be performed under the direction of the
appropriate Trust officers.
SECOND: The Administrator shall provide certain administration services
including:
(A) arranging for the preparation and filing of the Trust's tax returns and
preparing financial statements and other financial reports for review by the
Trust's independent auditors;
(B) preparing for the signature of the appropriate Trust officer (or assisting
counsel in preparation of) all required Trust proxy statements and updates to
the Trust's Registration Statement under the Investment Company Act of 1940 (the
"Act");
(C) arranging for the printing and mailing (at the Trust's expense) of proxy
statements and other reports or other material provided to the Trust's
shareholders;
(D) coordinating the Trust's annual audits;
(E) developing the budget and establishing the rate of expense accrual for each
series of the Trust;
(F) overseeing the preparation by the Trust's transfer agent of tax information
for shareholders;
(G) coordinating all relationships between the Trust and its contractors,
including coordinating the negotiation of agreements, the review of performance
of agreements, and the exchange of information, provided that coordination with
the distributor shall be limited to the exchange of information necessary for
the administration of the Trust and the reporting of the information to the
Board of Trustees and the Trust officers;
(H) overseeing the Trust's custodian, transfer agent and other service
providers, including expense disbursement; overseeing any service provider
conversions; verifying the calculation of performance data for the Trust and its
reporting to the appropriate tracking services; arranging for the publication of
current price information in newspapers and publications; monitoring the pricing
of portfolio securities and compliance with amortized cost procedures, if
applicable; computing the amount and monitoring the frequency of distributing
each series' dividends and
capital gains distributions and confirming that they have been properly
distributed to the shareholders of record; and monitoring calculation of net
asset value of shares by the custodian;
(I) taking responsibility for compliance with all applicable federal securities
and other regulatory requirements (other than state securities registration and
filing requirements) and reviewing from time to time transactions with brokers
and dealers; taking responsibility for monitoring the Trust's compliance with
their investment objectives, policies and restrictions as disclosed in their
prospectuses and statements of additional information;
(J) responding to all inquires or other communications from shareholders of the
Trust and other parties or, if the inquiry is more properly responded to by the
Trust's transfer agent or distributor, referring the individual making the
inquiry to the appropriate person;
(K) taking responsibility for monitoring each series' status as a regulated
investment company under the Internal Revenue Code of 1986, as amended;
(L) arranging for preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees and shareholders;
(M) preparing annual and semi-annual financial statements for management
review; assisting management with coordination of annual financial statement
audits; reviewing N-30D filings prepared by print vendor; instructing printer to
file; preparing and filing financial data for Form N-SAR filings; preparing and
filing financial data for Form 24f-2 filings; compiling financial data
(including expenses, management fees and performance data) for Form N1-A and SAI
updates for management review; preparing portfolio statistics on monthly and
quarterly basis for client reporting/marketing;
(N) reviewing fund accounting vendors' monthly cash and assets reconciliations
and report cards; monitoring expense activity, including accuracy of basis point
accrual changes and journal entries; preparing same day analysis (in order to
send out blast faxes) of money market and fixed income fund yields and
investigating unusual discrepancies between classes/feeders with fund
accounting; performing daily reasonableness test of NAV; monitoring delivery of
services by fund accountants;
(O) preparing expense authorizations for management review and submitting for
payment and maintaining expense log-database; providing management with monthly
informational analysis of expenses, including budgeted future expenses and
estimated over-under-accruals; expense cap analysis - waivers and
reimbursements;
(P) compiling and summarizing weekly Rule 2a-7 money market funds' analysis for
board book presentation; assisting management with the administration of the
Directors' deferred compensation plans, if any; performing periodic line of
credit reporting to comply with the loan agreement; preparing and mail annual
1099-MISC forms to Directors and vendors; compiling information for annual
shareholder tax letters for management review; assisting management with
preparation of shareholder proxy materials as necessary;
(Q) preparing, reviewing and distributing daily statistics for use by
management; completing weekly, monthly and quarterly surveys provided by
reporting agencies; assisting management with the calculation and communication
of periodic distribution information; calculating and
distributing fund performance information; performing daily calculation of 1, 3,
5 and 10 year returns for all funds; maintaining benchmark data and calculating
benchmark performance; calculating and distributing unsubsidized SEC yields;
enduring consistency of performance information with Lipper and Morningstar;
FundStation administration for daily distribution of NAVs, rates, total returns,
yields and performance ; calculation of after-tax and tax equivalent returns;
(R) making all necessary Blue Sky Filings;
(S) maintaining books and records relating to such
services; and
(T) providing such other related services as the Fund may
reasonably request.
THIRD: Any activities to be performed by the Administrator under this
Agreement may be delegated or sub-contracted to a third party without the
approval of the Trust. The Administrator retains ultimate responsibility at all
times under this contract for the performance of such activities,
notwithstanding the existence of a third-party subcontract.
FOURTH: Notwithstanding anything in this Agreement to the contrary:
(A) The Administrator will keep confidential and will not use or disclose to
any other party (including, but not limited to, affiliates of the Administrator)
any Customer Information (as defined below), expect as authorized in writing by
the Trust or as appropriate in connection with performing this Agreement and
subject to any conditions set forth elsewhere in the Agreement.
(B) The Administrator will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure Customer
Information to protect it from unauthorized access, use, disclosure, alteration,
loss and destruction. The safeguards used by the Administrator to protect
Customer Information will be no less than those used by the Administrator to
protect its own confidential information. In addition, the Administrator will
comply with any other security safeguards required by this Agreement.
(C) The Administrator will control access to Customer Information and, except
as required by law or as otherwise may be specifically permitted by this
Agreement, permit access only to individuals who need access in connection with
performing this Agreement and will cause such individuals to maintain the
confidentiality of Customer Information.
(D) Except as necessary to conform to any record retention requirements imposed
by this Agreement, the Company will, upon termination of this Agreement or the
Trust's earlier request, return to the Trust all Customer Information or destroy
it, as specified by the Trust. The Administrator will provide to the Trust a
destruction certificate if so required.
(E) As between the Trust and the Administrator, Customer Information and all
applicable intellectual property rights embodied in the Customer Information
shall remain the property of the Trust.
(F) The Administrator acknowledges that it has received and reviewed a copy of
the Trust's privacy policy applicable to Customer Information and it agrees that
it will not act in a manner that is inconsistent with such policy.
(G) The term "Customer Information" as used in this Article means information,
in any form, provided to the Administrator by on or behalf of the Trust that
uniquely identifies a current, former or prospective Trust customer. Customer
Information includes, but is not limited to, copies of such information or
materials derived from such information.
FIFTH: Any activities performed by the Administrator under this Agreement
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the provisions of the Act and of any rules or regulations in
force thereunder; (2) any other applicable provision of law; (3) the provisions
of the Agreement and the Declaration of Trust and By-laws of the Trust as
amended from time to time; (4) any policies and determinations of the Board of
the Trustees of the Trust; and (5) the fundamental policies of each Trust, as
reflected in the then current Registration Statement of the Trust. As used in
this Agreement, the term "Registration Statement" shall mean the Registration
Statement most recently filed by the Trust with the Securities and Exchange
Commission and effective under the Securities Act of 1933, as amended, as such
Registration Statement is amended at such time, and the term "Prospectus" and
"Statement of Additional Information" shall mean for the purposes of this
Agreement the form of the then current prospectus and statement of additional
information for each series of the Trust.
SIXTH: Nothing in this Agreement shall prevent the Administrator or any
other officer thereof from acting as administrator for any other person, firm or
corporation and shall not in any way limit or restrict the Administrator or any
of its trustees, officers, employees or affiliates from buying, selling or
trading any securities for its own or their own accounts or for the accounts of
others for whom it or they may be acting, provided, however, that the
Administrator expressly represents that it will undertake no activities which,
in its judgement, will adversely affect the performance of its obligations to
the Trust under the Agreement.
SEVENTH: The Administrator shall, at its own expense, provide office space
and facilities, equipment and personnel for the performance of its functions
hereunder. The Administrator shall create and maintain all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Trust under this Act, with particular attention to
Section 31 thereof and Rules 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the regular business hours
of the Administrator be open for inspection by duly authorized officers,
employees or agents of the Securities and Exchange Commission. In compliance
with the requirements of Rule 31a-3 under the Act, the Administrator hereby
agrees that all records which it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to the Trust any such records
upon the Trust's request.
EIGHTH: Each Trust shall pay the Administrator, as full compensation for
all services rendered hereunder, an annual fee on behalf of each Fund payable
monthly and computed based on the average daily net asset value of such Fund at
the annual rate listed on Exhibit B, as amended from time to time.
NINTH:
(A) This Agreement shall go into effect at the close of business on the date
hereof and, unless terminated as hereinafter, but only so long as such
continuance is specifically approved at least annually by the Trust's Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Act) of any such
party cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the applicable Trust and by such vote of the
Trustees.
(B) This Agreement may be terminated by the Administrator at any time without
penalty upon giving the Board of Trustees of the Trust sixty (60) days' written
notice (which notice may be waived by the Trust) and may be terminated by the
Board of Trustees of the Trust at any time without penalty upon giving the
Administrator sixty (60) days' written notice (which notice may be waived by the
Administrator), provided that such termination by the Board of Trust of the
Trust shall be directed or approved by the vote of a majority of all of its
Trustees in office at the time, including a majority of the Trustees who are not
interested persons (as defined in the Act) of the Trust, or by vote of the
holders of a majority (as defined by the Act) of the voting securities of each
Trust at the time outstanding and entitled to vote. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for this purpose having the meaning defined in Section 2(a)(4) of the Act.
TENTH: In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Administrator or any of its officers, directors or employees, the Trust shall
indemnify the Administrator against any and all claims, demands and liabilities
and expenses (including reasonable attorney's fees) which the Administrator may
incur based on any omission in the course of, or connected with, rendering
services to such Trust hereunder.
ELEVENTH: A copy of the Agreement and the Declaration of Trust of the Trust
is on file with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Trust.
TWELVETH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed, postage paid, to the other party at such address as
such other party may designate for the receipt of such notices. Until further
notice to the other party, it is agreed that the address of the Trust shall be
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address of the Administrator
shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
by their duly authorized officers as of the day and year first above written.
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
GROWTH AND INCOME PORTFOLIO
By:_____________________________
Xxxxxx Xxxxxxxx
Title: Secretary
Date:___________________________
JPMORGAN CHASE BANK
By:_____________________________
Xxxxxx Xxxxx
Title:
Date:___________________________
EXHIBIT A
LIST OF TRUSTS
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
GROWTH AND INCOME PORTFOLIO
