ADMINISTRATION AGREEMENT
▇▇▇▇▇▇▇ INVESTORS TRUST
AGREEMENT made as of the _____ day of ________, 1999, by and between
▇▇▇▇▇▇▇ INVESTORS TRUST, a Delaware business trust (the "Trust"), on behalf of
each of the Funds listed on Appendix A hereto, as it may be amended from time to
time (collectively, the "Funds"), and ▇▇▇▇▇▇▇ ASSET MANAGEMENT CORP., a Delaware
corporation (the "Administrator").
The Trust is an open-end, management investment company, registered under
the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended.
The Trust desires the Administrator to render administrative services to
the Trust and to arrange for certain other services needed by the Trust, and the
Administrator is willing to render and arrange for such services upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. Administrative and Other Services.
(1) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Trust. Specifically, the Administrator will (i) provide
supervision of all aspects of the Trust's operations not referred to
in Section 1 of the current Investment Advisory Agreement between the
Trust and the Trust's investment adviser (the "Investment Advisory
Agreement"); (ii) provide the Trust with personnel to perform such
executive, administrative, accounting and clerical services as are
reasonably necessary to provide effective administration of the Trust;
(iii) arrange for, (a) the preparation for the Trust of all required
tax returns, (b) the preparation and submission of reports to existing
shareholders and (c) the periodic updating of the Trust's prospectus
and statement of additional information and the preparation of reports
filed with the Securities and Exchange Commission and other regulatory
authorities; (iv) maintain all of the Trust's records not required to
be maintained by the investment adviser pursuant to the Investment
Advisory Agreement; and (v) provide the Trust with adequate office
space and all necessary office equipment and services, including,
without limitation, telephone service, heat, utilities, stationery
supplies and similar items.
(2) The Administrator will supervise the performance of services by the
Trust's: (i) custodian (ii) transfer agent; and (iii) fund accounting
agent.
(3) The Administrator will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably request,
including but not limited to reports concerning the services of the
administrator, custodian, and fund accounting and transfer agents. The
Administrator will for all purposes herein be deemed to be an
independent contractor and will, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
(4) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(5) The services hereunder are not deemed exclusive and the Administrator
will be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
2. Allocation of Charges and Expenses. Except as otherwise provided in Section
1 above and this Section 2, the Administrator will pay all costs it incurs
in connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust, the
services of such of its directors, officers and employees as may duly be
elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. The Administrator
will not be required to pay any expenses of the Trust other than those
specifically allocated to the Administrator in this Section 2. In
particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay:
(i) fees and expenses of any investment adviser of the Trust;
(ii) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services
are performed by personnel of the investment adviser or its
affiliates, office space and facilities and personnel compensation,
training and benefits;
(iii) the charges and expenses of auditors;
(iv) the charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the Trust;
(v) issue and transfer taxes chargeable to a Fund in connection with
securities transactions to which the Fund is a party;
(vi) insurance premiums, interest charges, dues and fees for membership in
trade associations and all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies;
-84-
(vii) fees and expenses involved in registering and maintaining
registrations of the Trust and/or its shares with the Commission,
state or blue sky securities agencies and foreign countries, including
the preparation of prospectuses and statements of additional
information for filing with the Commission;
(vii) all expenses of shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy statements, and
reports to shareholders and reports to governmental agencies;
(viii) charges and expenses of legal counsel to the Trust and the Trustees;
(ix) any distribution fees paid by a Fund in accordance with Rule 12b-1
under the 1940 Act;
(x) compensation of those Trustees of the Trust who are not affiliated
with or interested persons of the investment adviser, the Trust (other
than as Trustees) or ▇▇▇▇▇▇▇ Securities, Inc.;
(xi) the cost of preparing and printing share certificates; and
(xii) interest on borrowed money, if any.
3. Compensation of the Administrator.
(1) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will cause each Fund to pay the
Administrator on the last day of each month a fee at an annual rate
equal to a percentage of the average daily net assets of such Fund as
set forth in Appendix A hereto. The "average daily net assets" of a
Fund shall be determined in accordance with the Trust's prospectus or
otherwise consistent with the 1940 Act and the rules thereunder.
(2) The Administrator may from time to time agree not to impose all or a
portion of its fee otherwise payable hereunder (in advance of the time
such fee or portion thereof would otherwise accrue) and/or undertake
to pay or reimburse any Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Administrator. Any
such fee reduction or undertaking may be discontinued or modified by
the Administrator at any time.
4. Other Interests. It is understood that the Trustees and officers of the Trust
and shareholders of the Funds are or may be or become interested in the
Administrator as directors, officers, employees, shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
are or may be or become similarly
-85-
interested in the Funds, and that the Administrator may be or become
interested in the Funds as a shareholder or otherwise. It is also understood
that directors, officers, employees and shareholders of the Administrator may
be or become interested (as directors, trustees, officers, employees,
stockholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) controlling, controlled by or under
common control with the Administrator or which the Administrator may in the
future organize, sponsor or acquire, or with which it may merge or
consolidate, and which may include the words "▇▇▇▇▇▇▇" or any combination or
derivation thereof as part of their name. The Administrator or its affiliates
may enter into advisory or management or administration agreements or other
contracts or relationships with such other companies or entities.
5. Sub-Administrators. The Administrator may employ, at its own expense, one or
more sub-administrators from time to time to perform such of the acts and
services of the Administrator and upon such terms and conditions as may be
agreed upon between the Administrator and such sub-administrators and
approved by the Board of Trustees of the Trust.
6. Limitation of Liability of Administrator and Trust. The Administrator will
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust 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 the Administrator of its obligations and duties under this
Agreement. Any person, even though also employed by the Administrator, who
may be or become an employee of and paid by the Trust shall be deemed, when
acting within the scope of his employment by the Trust, to be acting in such
employment solely for the Trust and not as the Administrator's employee or
agent. None of the trustees, officers, agents or shareholders of the Trust
will be personally liable hereunder or are assuming any personal liability
for obligations entered into on behalf of the Trust. All persons dealing with
the Trust must look solely to the property of the Trust for the enforcement
of any claims against the Trust. No Fund will be liable for any claims
against any other Fund of the Trust.
7. Name of the Trust. In the event that neither the Administrator nor any of its
affiliates acts as the administrator or investment adviser to the Trust, the
name of the Trust and the Funds will be changed to one that does not contain
the name "▇▇▇▇▇▇▇" or otherwise suggest an affiliation with the
Administrator.
8. Duration and Termination of this Agreement. This Agreement will become
effective on the date hereof. Unless terminated as herein provided, this
Agreement will remain in full force and effect until July 31, 2000 and will
continue in full force and effect for successive periods of one year
thereafter, but only so long as such continuance is specifically approved at
least annually by the vote of a majority of the Board of Trustees of the
Trust.
-86-
This Agreement may, on 60 days' written notice to the other party, be
terminated at any time without the payment of any penalty by the Trust or by
the Administrator.
9. Amendment of this Agreement. No provisions of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. 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. This Agreement
may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-87-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
▇▇▇▇▇▇▇ INVESTORS TRUST
on behalf of each Fund listed on
Appendix A
By: ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
▇▇▇▇▇▇▇ ASSET MANAGEMENT CORP.
By: _______________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇, President
-88-
Appendix A
Fund
▇▇▇▇▇▇▇ Fund
▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇▇ Dow 30 Focused Fund
▇▇▇▇▇▇▇ Financial Services Fund
▇▇▇▇▇▇▇ Small Cap Value Fund
Annual Administration Fee for each fund is calculated according to the
following:
-------------------------------------------------------------------------------
Average Net Assets Annual Administration Fee as a
percentage of assets
-------------------------------------------------------------------------------
For amounts up to $150,000,000 0.15%
-------------------------------------------------------------------------------
$150,000,000 to 300,000,000 0.125%
-------------------------------------------------------------------------------
over $300,000,000 0.10%
-------------------------------------------------------------------------------