ADMINISTRATION AGREEMENT
AGREEMENT made as of this ____ day of __________, 1998, by and between
________________________________________________, Massachusetts company ("the
Trust"), and ANCHOR INVESTMENT MANAGEMENT CORPORATION, a Massachusetts
corporation (the "Administrator") .
WITNESSETH :
WHEREAS, the Trust is engaged in business as an investment company and is
so registered under the Investment Advisors Act of 1940, as amended; and
WHEREAS, the Administrator is engaged in the business of
providing investment management, advisory and administrative
services; and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services and the Administrator is willing to furnish such
services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
(a) Services Rendered and Expenses Paid by the
Administrator.
The Administrator, subject to the control, direction and supervision
of the Board of Trustees of the Trust and in conformity with applicable laws,
this Agreement, the Trust's Declaration of Trust, By-Laws, registration
statement and amendments thereto, prospectus and statement of additional
information, as in effect from time to time, and stated investment objectives,
policies and restrictions, shall, as directed by the Trust from time to time, at
its own expense perform as administrative services for each of the Trust such of
the following as the Company shall designate:
(i) furnish office space, facilities, and equipment
necessary for the administration of the Trust:
(ii) compute the net asset value per share of the Trust
on a daily basis;
(iii)prepare and file all registration or other material required by
federal and state laws for the registration or other qualification of the
Trust and its shares for sale to the public as required by such laws;
(iv) prepare and file or mail all reports and statements required of
the Trust by federal and state laws, to be filed or sent by the fund to
all authorities and security holders of the Trust;
(v) maintain contact with and coordinate the Trust's public
accountants, legal counsel, custodian, transfer and service agent and
other providers of services to the Trust, all of whose fees shall be paid
independently by the Trust, and perform customary checks and confirmations
of such services and the records thereof;
(vi) coordinate the Trust's portfolio transactions and
cash management with the Trust's custodian;
(vii)receive, confirm and pay over to the Trust's custodian the
proceeds of sales by the Trust of its shares and administer and confirm to
the Trust's transfer agent and shareholders the sales of its shares by the
Trust; and
(viii)prepare and maintain on behalf of the Trust such records of the
Trust's business transactions as are not maintained by other service
providers to the trust and generally take all such other action as may be
required to administer the Trust's business.
The Trust shall pay the Administrator's out-of-pocket expenses for
supplies, printing and postage incurred by the Administrator in the performance
of its duties hereunder. To the extent that any of the foregoing expenses are
allocated between the Trust and any other party, such allocations shall be
pursuant to methods approved by the Board of Trustees of the Trust.
(b) Role of the Administrator.
(i) The Administrator, and any person controlling, controlled by or
under common control with the Administrator shall be free to render
similar services to others and to engage in other activities, so long as
the services rendered to the Trust are not impaired.
(ii) Except as otherwise required by the Investment Company Act of
1940, as amended, any of the shareholders, Trustees, officers and
employees of the Trusts may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Administrator, and in any
person controlling, controlled by or under common control with the
Administrator, and the Administrator, and any person controlling,
controlled by or under common control with the Administrator, may have an
interest in the Trust.
(iii) Except as otherwise agreed, in the absence of willful
misfeasance, bad faith, gross or negligence, neither the Administrator nor
any of its officers, directors, employees or agents shall be subject to
liability to the Trust for any act or omission in the course of, or
connected with, rendering services hereunder, and each shall be
indemnified and held harmless by the Trust from and against any losses,
claims, damages and legal fee and other expenses arising out of their due
performance of this Agreement.
(c) Compensation of the Administrator.
(i) As full compensation for the services rendered, facilities
furnished and costs not specifically paid by the Trust under this Agreement, the
Trust agrees to pay to the Administrator a monthly fee at the annual rate of
$18,500. Such fee may be increased only upon the approval of a majority of the
Board of Trustees of the Company, including a majority of those Trustees who are
not "interested persons" of the Company as such term is defined in the
Investment Company Act of 1940.
(ii) If the Administrator shall serve for less than the whole of any
period, the foregoing compensation shall be prorated.
(d) Term and Termination.
(i) This Agreement shall become effective on the date hereof, shall
remain in full force and effect for one year from the date hereof and shall
continue in full force and effect for successive periods of one year thereafter,
but only so long as each such continuance is approved at least annually by the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" as such term is defined under the Investment Company Act of
1940.
(ii) This Agreement may be terminated at any time without the payment
of any penalty by vote of the Board of Trustees of the Trust or by the
Administrator, on not more than sixty (60) days, nor less than thirty (30) days,
written notice to the other party, or upon such shorter notice as may be
mutually agreed upon.
(e) Miscellaneous. For the purposes of this Agreement. the terms
"affiliated person," "assignment" and "interested person," shall have
their respective meanings defined in the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder. subject, however, to
such exemptions as 'nay be granted to either the Administrator or the Fund
by the Securities and Exchange Commission .
(f) Limitation of Liability of the Trustees and shareholders .
A copy of the Declaration of each of the Trusts 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
Trusts as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or
shareholders of the Trusts but are binding only upon the assets and
property of the Trusts.
(g) Assignment or Amendment.
The Administrator may assign the performance of certain of the
administrative services hereunder to a related administrative services
company, subject to the approval of a majority of the Board of Trustees of
the Company, including a majority of those Trustees who are not parties to
the Agreement or "interested persons" of any such party as such persons are
defined in the Investment Company Act of 1940.
This Agreement may be amended only if such amendment is specifically
approved by a majority of the Board of Directors of the Trust, including a
majority of those directors 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.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be duly executed as of the date first written above .
THE TRUST
By:
Chairman
ANCHOR INVESTMENT MANAGEMENT CORP.
By:
President