ADMINISTRATION AGREEMENT
AGREEMENT made this day of , 1996 by and
between MASTERS SELECT INVESTMENT TRUST, a Delaware business trust (the
"Trust"), and INVESTMENT COMPANY ADMINISTRATION CORPORATION, a Delaware
Corporation (the "Administrator").
W I T N E S S E T H
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WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act"),
with shares of common stock organized into separate series as set forth on
Schedule A hereto ("series" or "portfolios"); and
WHEREAS, the Trust wishes to retain the Administrator to
provide certain administrative services in connection with the management of the
operations of the various portfolios of the Trust and the Administrator is
willing to furnish such services:
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the portfolios' operations for the period and on the
terms set forth in this Agreement. The Administrator agrees to comply with all
relevant provisions of the 1940 Act, applicable rules and regulations
thereunder, and other applicable law.
2. Services on a Continuing Basis. The Administrator will
perform the following services on a regular basis which would be daily, weekly
or as otherwise appropriate:
(A) prepare and coordinate reports and other
materials to be supplied to the Board of Trustees of the Trust;
(B) prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports,
prospectuses, statements of additional information, marketing
materials, tax returns, shareholder reports and other regulatory
reports or filings required of the Trust and the portfolios.
(C) prepare all required filings necessary to
maintain the Trust's and portfolios' qualification and/or registration
to sell shares in all states where the Trust and portfolios currently
do, or intend to do business;
(D) coordinate the preparation, printing and mailing
of all materials (e.g., Annual Reports) required to be sent to
shareholders;
(E) coordinate the preparation and payment of Trust
and portfolio related expenses;
(F) conduct relations with, and monitor and oversee
the activities of the Trust's and
the portfolios' servicing agents (i.e., transfer agent, custodian, fund
accounting agent, attorneys, underwriters, brokers and dealers,
corporate fiduciaries, banks and such other persons in any such other
capacity deemed to be necessary or desirable;
(G) review and adjust as necessary the portfolios'
daily expense accruals;
(H) maintain and keep such books and records of the
Trust as required by law or for the proper operation of the Trust and
its portfolios other than those maintained and kept by the Trust's
Advisor and servicing agents;
(I) provide the Trust with (i) the services of
persons competent to perform the administrative and clerical functions
described herein, and (ii) personnel to serve as officers of the Trust;
(J) provide the portfolios with office space as well
asadministrative offices and such data processing facilities as are
necessary for the performance of its duties under this Agreement.
(K) monitor each portfolio's compliance with
investment policies and restrictions as set forth in the portfolio's
currently effective Prospectus and Statement of Additional Information
under the Securities Act of 1933.
(L) perform such additional services as may be agreed
upon by the Trust and the Administrator.
3. Responsibility of the Administrator. The Administrator
shall be under no duty to take any action on behalf of the Trust or the
portfolios except as set forth herein or as may be agreed to by the
Administrator in writing. In the performance of its duties hereunder, the
Administrator shall be obligated to exercise reasonable care and diligence and
to act in good faith and to use its best efforts. Without limiting the
generality of the foregoing or any other provision of this Agreement, the
Administrator shall not be liable for delays or errors or loss of data occurring
by reason of circumstances beyond the Administrator's control.
4. Reliance Upon Instructions. The Trust agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Trustees of the Trust
and shall incur no liability to the Trust or the investment adviser to any
portfolio in acting upon such oral or written instructions, provided such
instructions reasonably appear to have been received from a person duly
authorized by the Board of Trustees of the Trust to give oral or written
instructions on behalf of the Trust or any portfolio.
5. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and portfolios and all prior,
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present or potential shareholders of any and all portfolios, except after prior
notification to, and approval of release of information in writing by, the
Trust, which approval shall not be unreasonably withheld where the Administrator
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Trust or by a portfolio.
6. Equipment Failures. In the event of equipment failures or
the occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties to prevent or remedy
such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this Agreement, each portfolio of the Trust set
forth in Schedule A will pay to the Administrator a monthly fee at the annual
rate of 0.10% of the first $200 million of average daily net assets, 0.05% of
the next $300 million of such net assets, and 0.03% of such net assets over $500
million, with minimum fees of $40,000 annually per series and $15,000 per
additional class of shares of a series.
8. Indemnification. The Trust and portfolios agree to
indemnify and hold harmless the Administrator from all taxes, filing fees,
charges, expenses, assessments, claims and liabilities (including without
limitation, liabilities arising under the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act, and any state and foreign securities laws,
all as amended from time to time) and expenses, including (without limitation)
reasonable attorneys fees and disbursements, reasonably arising directly or
indirectly from any action or thing which the Administrator takes or does or
omits to take or do at the request of or in reliance upon the advice of the
Board of Trustees of the Trust, provided that the Administrator will not be
indemnified against any liability to a portfolio or to shareholders (or any
expenses incident to such liability) arising out of the Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement. The Administrator agrees to indemnify and
hold harmless the Trust and each of its Trustees from all claims and liabilities
(including without limitation, liabilities under the Securities Act of 1933, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities laws, all as amended from time to time) and expenses, including
(without limitation) reasonable attorneys fees and disbursements, arising
directly or indirectly from any action or thing which the Administrator takes or
does or omits to take or do which is in violation of this Agreement or not in
accordance with instructions properly given to the Administrator, or arising out
of the Administrator's own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
9. Duration and termination. This Agreement shall continue
until termination by the Trust on behalf of any portfolio (by resolution of the
Board of Trustees) or the Administrator on 60 days' written notice to the other
party. All notices and other communications hereunder shall be in writing.
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10. Amendments. This Agreement or any part hereof may be
changed or waived only by instrument in writing signed by the party against
which enforcement of such change or waiver is sought, provided such amendment is
specifically approved by the Board of Trustees of the Trust.
11. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties thereto with respect to the
services to be performed hereunder, and supersedes all prior agreements and
understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. 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 will not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the date first
written above.
MASTERS SELECT INVESTMENT TRUST
By:________________________________________
Name:
Title:
INVESTMENT COMPANY ADMINISTRATION
CORPORATION
By:________________________________________
Name:
Title:
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Schedule A
Series or Portfolios of Masters Select Investment Trust:
Masters Select Equity Fund