ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of October 5, 1995, as
amended and restated October 4, 1996, by and between DEVCAP Trust, a
Massachusetts business trust (the "Trust"), and Signature Broker-Dealer
Services, Inc., a Delaware corporation ("SBDS").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company;
WHEREAS, the Trust wishes to engage SBDS to provide certain
administrative and management services with respect to all currently existing or
future series (each a "Fund") of the Trust, and SBDS is willing to provide such
services to the Trust, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. ADMINISTRATIVE DUTIES. Subject to the direction and control of the
Board of Trustees of the Trust (the "Board"), SBDS shall perform such
administrative and management services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: (a) providing
office space, equipment and clerical personnel necessary for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Trust, for directors, officers or employees of SBDS to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law; (c) supervising the overall administration of the Trust, including the
updating of corporate organizational documents, and the negotiation of contracts
and fees with and the monitoring and coordinating of performance and ▇▇▇▇▇▇▇▇ of
the Trust's transfer agent, custodian, shareholder servicing agents and other
independent contractors or agents; (d) preparing and, if applicable, filing all
documents required for compliance by the Trust with applicable laws and
regulations (including state "blue sky" laws and regulations), including
registration statements on Form N-1A, prospectuses and statements of additional
information, or similar forms, and semi-annual and annual reports to the Trust's
shareholders and reviewing (including coordinating the preparing of, but not
preparing) tax returns; (e) preparation of agendas and supporting documents for
and minutes of meetings of Trustees, committees of Trustees and preparation of
notices, proxy statements and minutes of meetings of one or more Funds'
shareholders; (f) arranging for maintenance of books and records of the Trust;
(g) maintaining telephone coverage to respond to shareholder inquiries regarding
matters to which this Agreement pertains to which the transfer agent is unable
to respond; (h) providing monitoring reports and assistance regarding the Funds'
compliance with securities and tax laws; (i) arranging for dissemination of
yield and other performance information to newspapers and tracking services; (j)
arranging for and preparing annual renewals for fidelity bond and errors and
omissions insurance coverage; and (k) developing a budget for the Trust,
establishing the
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rate of expense accruals and arranging for the payment of all fixed and
management expenses. Notwithstanding the foregoing, SBDS shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Trust's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of beneficial
interest ("Shares") of the Funds, nor shall SBDS be deemed to have assumed or
have any responsibility with respect to functions specifically assumed by any
transfer agent or custodian of the Trust.
2. ALLOCATION OF CHARGES AND EXPENSES. SBDS shall pay the entire
salaries and wages of all of the Trust's Trustees, officers and agents who
devote part or all of their time to the affairs of SBDS or its affiliates, and
the wages and salaries of such persons shall not be deemed to be expenses
incurred by the Trust for purposes of this Section 2. Except as provided in the
foregoing sentence, the Trust shall pay all of its own expenses including,
without limitation, compensation of Trustees not affiliated with SBDS; all
out-of-pocket expenses and disbursements for the benefit of a Fund, including,
but not limited to, legal fees incurred by SBDS pursuant to Section 4 herein,
photocopying and courier (including express mail) charges, governmental fees;
interest charges; taxes; membership dues in the Investment Company Institute
allocable to the Trust; fees and expenses of the Trust's independent auditors,
of legal counsel and of any custodian, any transfer agent, distributor or
registrar or dividend disbursing agent of the Trust; expenses of distributing
and redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses and statements of additional information,
reports, notices, proxy statements to the Funds' shareholders and governmental
officers and commissions and the costs of producing and distributing copies of
such documents to others; expenses of reproducing and distributing materials for
the Board and other attendees of Board meetings; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; expenses of meetings of shareholders of the Funds and expenses
relating to the registration of the Trust and the issuance of Shares of the
Funds.
3. COMPENSATION OF SBDS. For the services to be rendered and the
facilities to be provided by SBDS hereunder, the Trust shall pay to SBDS an
administrative services fee computed and paid monthly equal on an annual basis
as set forth in Schedule A hereto for each Fund's then-current fiscal year.
If SBDS serves under this Agreement for less than the whole of any
month, the compensation to SBDS hereunder shall be prorated. For purposes of
computing the fees payable to SBDS hereunder, the net asset value of each Fund
shall be computed in the manner specified in the Fund's then-current prospectus
and statement of additional information.
4. LIMITATION OF LIABILITY OF SBDS. SBDS shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
administration or management of the Trust or the performance of its duties
hereunder, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the reckless disregard of its
obligations and duties hereunder. As used in this Section 4, the term "SBDS"
shall include SBDS and/or any of its affiliates and/or subcontractors as
provided for in Section 7 and the
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Directors, officers and employees of SBDS and/or any of its affiliates and/or
subcontractors as provided for in Section 7.
5. ACTIVITIES OF SBDS. The services of SBDS to the Trust are not to be
deemed to be exclusive, SBDS being free to render administrative and/or other
services to other parties. It is understood that Trustees, officers, and
shareholders of a Fund are or may become interested in SBDS and/or any of its
affiliates, as Directors, officers, employees, or otherwise, and that Directors,
officers and employees of SBDS and/or any of its affiliates are or may become
similarly interested in the Trust and that SBDS and/or any of its affiliates may
be or become interested in the Trust as a shareholder of a Fund or otherwise.
6. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT. This
Agreement shall become effective as of the day and year first above written and
shall govern the relations between the parties hereto thereafter, unless
terminated as set forth in this Section 6.
This Agreement may not be altered or amended, except by an instrument
in writing, and executed by both parties. This Agreement may be terminated at
any time without the payment of any penalty, with respect to any Fund or the
Trust, by the Board of the Trust, or by SBDS, in each case on not less than 60
days' written notice to the other party.
7. SUBCONTRACTING BY SBDS. SBDS may subcontract for the performance of
SBDS's obligations hereunder with any one or more persons; PROVIDED, HOWEVER,
that SBDS shall not enter into any such subcontract unless the Trustees of the
Trust shall have found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and PROVIDED, FURTHER, that, unless the
Trust otherwise expressly agrees in writing, SBDS shall be as fully responsible
to the Trust for the acts and omissions of any subcontractor as it would be for
its own acts or omissions.
8. SEVERABILITY. If any provision of this Agreement shall become or
shall be found to be invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
9. NOTICE. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of SBDS shall be ▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the address of the Trust shall be ▇
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
10. MISCELLANEOUS. Each party agrees to perform such further actions
and execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced and interpreted in
accordance with and governed by the laws of the Commonwealth of Massachusetts
without reference to principles of conflicts of law. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement
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may be executed in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall, together, constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned has executed this Agreement not individually, but as an officer
under the Trust's Declaration of Trust, and the obligations of this Agreement
are not binding upon the Trust's Trustees, its officers, or shareholders of the
Funds individually, but bind only the Trust estate.
DEVCAP TRUST
By
Name:
Title:
SIGNATURE BROKER-DEALER SERVICES, INC.
By
Name:
Title:
Hub and Spoke(R) is a registered service ▇▇▇▇ of Signature Financial Group, Inc.
("Signature"). HubSM and SpokeSM are each, individually, service marks of
Signature.
DSI175A
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ADMINISTRATIVE SERVICES AGREEMENT
Between DEVCAP Trust and
Signature Broker-Dealer Services, Inc.
dated as of October 5, 1995, as amended October 4, 1996
SCHEDULE A
FUND ANNUAL FEE RATE
DEVCAP Shared Return Fund
0.175% of average daily net
assets up to $100 million
0.125% of average daily net
assets greater than $100
million
DSI175A