Exhibit 8(b)
ADMINISTRATION SERVICES AGREEMENT
between
ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC.,
THE FULCRUM TRUST
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION SERVICES AGREEMENT
AGREEMENT made as of April 1, 1999 by and among ALLMERICA FINANCIAL
INVESTMENT MANAGEMENT SERVICES, INC., a Massachusetts corporation ("AFIMS"), THE
FULCRUM TRUST (the "Fund") and INVESTORS BANK & TRUST COMPANY, a Massachusetts
trust company (the "Bank").
WHEREAS, AFIMS serves as investment manager for the Fund, a registered
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of the separate portfolios listed on Appendix A hereto;
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and
WHEREAS, AFIMS desires to retain the Bank to render certain administrative
services to the Fund and the Bank is willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment.
------------
AFIMS hereby appoints the Bank to act as Administrator of the Fund on
the terms set forth in this Agreement. The Bank accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents.
----------------------
AFIMS has furnished the Bank with copies properly certified or
authenticated of each of the following:
(a) The Fund's incorporating or organizing documents filed with the
Commonwealth of Massachusetts on September 8, 1993 and all amendments thereto
(the "Articles");
(b) The Fund's by-laws and all amendments thereto (the "By-Laws");
(c) The Fund's agreements with all service providers which include
any investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(d) The Fund's most recent amendment to its Registration Statement on
Form N-1A (the "Registration Statement") under the Securities Act of 1933 and
under the 1940 Act; and
(e) The Fund's most recent prospectus and statement of additional
information (the "Prospectus"); and
(f) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
Upon request, AFIMS will promptly furnish, or cause to be furnished
the Bank copies of all amendments of or supplements to the foregoing.
Furthermore, each party to this Agreement will notify the other promptly of any
matter which may materially affect the performance by the Bank of its services
under this Agreement.
Page 1
3. Duties of Administrator.
------------------------
Subject to the supervision and direction of the Board of Directors of
the Fund, the Bank, as Administrator, will assist in conducting various aspects
of the Fund's administrative operations and undertakes to perform the services
described in Appendix B hereto. The Bank may, from time to time, perform
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additional duties and functions which shall be set forth in an amendment to such
Appendix B executed by both parties. At such time, the fee schedule included in
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Appendix C hereto shall be appropriately amended.
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In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's Articles and By-Laws and the 1940 Act and other laws
as applicable, as the same may be amended from time to time, and the investment
objectives, investment policies and other practices and policies set forth in
the Fund's Registration Statement, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Fund's assets or choice of investments.
4. Duties of the Fund.
-------------------
(a) The Fund agrees to make its legal counsel available to the Bank
for instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. Fees and Expenses.
------------------
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, AFIMS will compensate
the Bank in accordance with the fee schedule attached as Appendix C hereto.
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Such fees do not include out-of-pocket disbursements (as delineated on the fee
schedule or other expenses with the prior approval of the Fund's management) of
the Bank for which the Bank shall be entitled to ▇▇▇▇ AFIMS separately and for
which AFIMS shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred by
the Fund or AFIMS.
(c) This Agreement does not obligate the Fund to pay the Bank any
fees or disbursements as described under paragraph 5(a) above.
6. Limitation of Liability.
------------------------
(a) The Bank agrees to indemnify and hold AFIMS and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs and expenses, including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit arising out of the Bank's willful misfeasance, bad faith or gross
negligence in the performance of its obligations and duties under this
Agreement.
(b) AFIMS agrees to indemnify and hold the Bank and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs, and expenses including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit related to AFIMS's performance of, or failure to perform, its
obligations under this Agreement and not resulting from willful misfeasance, bad
faith or gross negligence of the Bank.
(c) The Bank may apply to AFIMS at any time for instructions and may
consult counsel for AFIMS, or its own counsel, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇, and
with accountants and other experts with respect to any matter arising in
connection with its duties hereunder, and the Bank shall not be liable or
Page 2
accountable for any action taken or omitted by it in good faith in accordance
with such instruction, or with the opinion of such counsel, accountants, or
other experts. The Bank shall not be liable for any act or omission taken or
not taken in reliance upon any document, certificate or instrument which it
reasonably believes to be genuine and to be signed or presented by the proper
person or persons. The Bank shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Fund until receipt of
written notice thereof has been received by the Bank from the Fund.
(d) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, earthquakes, fires, floods, storms or other disturbances of nature,
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation or computers (hardware or software) and computer facilities, the
unavailability of energy sources and other similar happenings or events beyond
the reasonable control of the Bank, the Bank shall not be liable to the Fund or
AFIMS for any damages resulting from such failure to perform, delay in
performance, or otherwise from such causes, except as results from the Bank's
own negligence, bad faith or willful misconduct. Notwithstanding the foregoing,
the Bank has and shall maintain appropriate back-up and disaster recovery
facilities and shall use it best efforts to provide all required information and
services hereunder to the Fund and AFIMS as soon as possible after any such
delay in performance.
7. Term and Termination of Agreement.
---------------------------------
(a) The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement prior to
the expiration of the Initial Term or any Renewal Term in the event the other
party violates any material provision of this Agreement, provided that the non-
violating party gives written notice of such violation to the violating party
and the violating party does not cure such violation within 90 days of receipt
of such notice.
(ii) If a majority of the Fund's Board reasonably determines that
the performance of the Bank under this Agreement has been unsatisfactory,
written notice (the "Notice") of such determination setting forth the reasons
for such determination shall be provided to the Bank. Such determination shall
be based upon such information as the Fund's Board in its sole discretion elects
to consider, including the Bank's performance against the "Performance Goals"
(as defined below). In order to be effective, any Notice must be executed by two
officers of the Fund. The Bank shall, within sixty (60) days after receipt of
the Notice, either (i) correct the deficiencies listed in the Notice; or (ii)
renegotiate terms of this Agreement in a form satisfactory to the Fund. If the
conditions of the preceding sentence are not met within such sixty (60) day
period, the Fund may terminate this Agreement without additional action by the
Fund's Board upon an additional sixty (60) days written notice. For the purposes
of this Section, "Performance Goals" shall mean the performance goal criteria
mutually agreed between the parties. The parties agree to develop the initial
Performance Goals no later than June 30, 1999 and agree to periodically review
the Performance Goals for necessary updates due to changes in the nature or
scope of services provided hereunder.
Page 3
(b) At any time after the termination of this Agreement, the Fund or
AFIMS may, upon written request, have reasonable access to the records of the
Bank relating to its performance of its duties as Administrator.
8. Miscellaneous.
--------------
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to AFIMS or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To AFIMS:
Allmerica Financial Investment Management Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
With a copy to: Counsel
To the Fund:
The Fulcrum Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
With a copy to: Counsel
To the Bank:
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇, Director, Client Management
With a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of 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.
9. Confidentiality.
----------------
All books, records, information and data pertaining to the business
of the other party which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement shall remain confidential, and shall not
be voluntarily disclosed to any other person, except as may be required in the
performance of duties hereunder or as otherwise required by law.
Page 4
10. Use of Name.
-----------
AFIMS shall not use the name of the Bank or any of its affiliates in
any prospectus, sales literature or other material relating to the Fund in a
manner not approved by the Bank prior thereto in writing; provided however, that
the approval of the Bank shall not be required for any use of its name which
merely refers in accurate and factual terms to its appointment hereunder or
which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; provided further, that in no event shall such approval be
----------------
unreasonably withheld or delayed.
11. Limitation of Liability. A copy of the Agreement and Declaration of
-----------------------
Trust of the Fund is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed by or
on behalf of the Fund by the Trustees as Trustees or by the officers as officers
and not individually, and that the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Fund, but are binding
only upon the assets and property of the Fund. The parties hereto agree that no
shareholder, Trustee or officer of the Fund may be held personally liable or
responsible for any obligation of the Fund arising out of this Agreement.
12. Headings. The headings of the paragraphs hereof are included for
--------
convenience of reference only and do not form a part of this Agreement.
(The remainder of this page intentionally left blank.)
Page 5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of the date first
written above.
THE FULCRUM TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Treasurer
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Page 6
Appendices
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Appendix A .......................................... Portfolios
Appendix B .......................................... Services
Appendix C .......................................... Fee Schedule
Appendix A
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Portfolios
. The Value Portfolio
. The Growth Portfolio
. The International Growth Portfolio
. The Strategic Income Portfolio
. The Global Interactive/Telecomm Portfolio
Appendix B
----------
Services
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
------------------------------- ----------------------------------- ------------------------------- --------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
-------------------------------
Monitor portfolio compliance Perform tests of certain specific Continuously monitor portfolio A/C - Provide consultation
in accordance with the current portfolio activity designed from activity and Fund operations in as needed on compliance
Prospectus and SAI. provisions of the Fund's Prospectus conjunction with 1940 Act, issues.
and SAI. Follow-up on potential Prospectus, SAI and any other
violations. applicable laws and
regulations. Monitor testing
results and approve resolution
Frequency: Daily of compliance issues.
Provide compliance summary Provide a report of compliance Review report. A/C - Provide consultation
package. testing results. as needed.
Frequency: Monthly
Perform asset diversification Perform asset diversification tests Continuously monitor portfolio A - Provide consultation as
testing to establish at each tax quarter end. Follow-up activity in conjunction with needed in establishing
qualification as a RIC and on issues. IRS requirements. Review test positions to be taken in tax
to meet requirements of results and take any necessary treatment of particular
Section 817(h). action. Approve tax positions issues. Review quarter end
taken. tests on a current basis.
Frequency: Quarterly
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
------------------------------------ ------------------------------ ------------------------------ ---------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
------------------------------------
Perform qualifying income testing to Perform qualifying income Continuously monitor portfolio A- Consult as needed on tax
establish qualification as a RIC. testing (on book basis income, activity in conjunction with accounting positions to be
unless material differences are IRS requirements. Review test taken. Review in
anticipated) on quarterly basis results and take any necessary conjunction with year-end
and as may otherwise be action. Approve tax positions audit.
Frequency: Quarterly necessary. Follow-up on issues. taken.
Prepare the Fund's annual expense Prepare preliminary expense Provide asset level
budget. Establish daily accruals. budget. Notify fund accounting projections. Approve expense
of new accrual rates. budget.
Frequency: Annually
Monitor the Fund's expense budget. Monitor actual expenses updating Provide asset level projections C/A - Provide consultation
budgets/ expense accruals. quarterly. Provide vendor as requested.
information as necessary.
Review expense analysis and
approve budget revisions.
Frequency: Monthly
Suggested Fund
Function Investors Bank & Trust AFIMS Auditor or Counsel
---------------------------------------- ----------------------------------- ------------------------------ -------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
----------------------------------------
Monitor Performance-Based Management Fee Calculate Incentive Fee adjustment, Coordinate a meeting to review
according to agreed-upon existing calculation
methodology. Coordinate review by methodology and support, and to
Frequency: Daily management. Notify Fund Accounting agree to changes (if any).
of adjusting entries. Review and approve calculations
of Management Fee.
Receive and coordinate payment of fund Propose allocations of invoice among Approve invoices and
expenses. Funds and obtain authorized approval allocations of payments. Send
to process payment. invoices to IBT in a timely
Frequency: As often as necessary manner.
Calculate periodic dividend rates to be Calculate amounts available for Establish and maintain dividend C - Review dividend
declared in accordance with management distribution. Coordinate review by and distribution policies. resolutions in
guidelines. management and/or auditors. Notify Approve distribution rates per conjunction with
custody and transfer agent of share and aggregate amounts. Board approval.
authorized dividend rates in Obtain Board approval when
accordance with Board approved required. A - Review and
policy. Report dividends to Board concur with
Frequency: Annually as required. proposed
distributions
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
----------------------------------- ---------------------------------- ---------------------------- ----------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
-----------------------------------
Calculate total return information Provide total return calculations. Review total return
on Funds as defined in the current information.
Prospectus and SAI.
Frequency: Monthly
Prepare responses to major industry Prepare, coordinate as necessary, Identify the services to
questionnaires. and submit responses to the which the Funds report.
appropriate agency. Provide information as
Frequency: As often as necessary requested.
Prepare disinterested trustee Form Summarize amounts paid to Provide social security
1099-Misc. trustees during the calendar numbers and current mailing
year. Prepare and mail Form address for trustees.
1099-Misc. Review and approve
Frequency: Annually information provided for
Form 1099-Misc.
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
-------------------------------------- ---------------------------------------------------------------------------------------------
FINANCIAL REPORTING
--------------------------------------
Prepare financial information for Prepare selected portfolio and Review financial information.
presentation to Fund Management and financial information for inclusion
Board of Directors. in board material.
Frequency: Quarterly
Coordinate the annual audit and Coordinate the creation of templates Provide past financial A - Perform audit and
semi-annual preparation and printing reflecting client-selected statements and other issue opinion on annual
of financial statements and notes standardized appearance and text of information required to create financial statements.
with management, fund accounting and financial statements and footnotes. templates, including report
the fund auditors. Draft and manage production cycle. style and graphics. Approve A/C - Review reports.
Coordinate with IBT fund accounting format and text as standard.
the electronic receipt of portfolio Approve production cycle and
and general ledger information. assist in managing to the
Assist in resolution of accounting cycle. Coordinate review and
issues. Using templates, draft approval by portfolio managers
financial statements, coordinate of portfolio listings to be
auditor and management review, and included in financial
clear comments. Coordinate printing statements. Prepare
of reports and ▇▇▇▇▇ conversion with appropriate management letter
outside printer and filing with the and coordinate production of
SEC via ▇▇▇▇▇. Management Discussion and
Analysis. Review and approve
entire report. Make
Frequency: Annually/semi-annually appropriate representations in
conjunction with audit.
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
-------------------------------- ------------------------------------------------------------------------------------------------
LEGAL
--------------------------------
Prepare and file Form N-SAR. Prepare form for filing. Obtain any Provide appropriate responses. C - Review initial filing.
necessary supporting documents. Provide applicable Exhibits to A - Provide annual audit
File with SEC via ▇▇▇▇▇. attach to filing. Review and internal control letter to
authorize filing. accompany the annual
filing.
Frequency: Semi-annually
Assist the preparation and filing Accumulate capital stock information. Review and approve capital A/C - Review informally
of Form 24f-2 Notice. stock worksheet. when requested
Frequency: Annually
Respond to regulatory audits. Compile and provide documentation Coordinate with regulatory C - Provide consultation
pursuant to audit requests. Assist auditors to provide requested as needed.
client in resolution of audit documentation and resolutions
Frequency: As needed (at least inquiries. to inquiries.
annually)
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
------------------------------------------------------------------------------------------------------------------------------------
TAX
------------------------------
Prepare income tax provisions. Calculate investment company taxable Provide transaction information A - Provide consultation
income, net tax exempt interest, net as requested. Identify Passive as needed in establishing
capital gain and spillback dividend Foreign Investment Companies positions to be taken in
requirements. Identify book-tax (PFICs). Approve tax tax treatment of particular
accounting differences. Track accounting positions to be issues. Perform review in
required information relating to taken. Approve provisions. conjunction with the
accounting differences. year-end audit.
Frequency: Annually
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
-------------------------- ----------------------------------------------------------------------------------------------------
TAX (CONT.)
--------------------------
Calculate excise tax Calculate required distributions to Provide transaction information A - Provide consultation
distributions avoid imposition of excise tax. as requested. Identify Passive as needed in establishing
- Calculate capital gain net Foreign Investment Companies positions to be taken in
income and foreign currency (PFICs). Approve tax tax treatment of particular
gain/loss through October 31. accounting positions to be issues. Review and concur
- Calculate ordinary income and taken. Review and approve all with proposed distributions
distributions through a income and distribution per share.
specified cut off date. calculations, including
- Project ordinary income from projected income and dividend
cut off date to December 31. shares. Approve distribution
- Ascertain dividend shares. rates per share and aggregate
Identify book-tax accounting amounts. Obtain Board approval
differences. Track required when required.
information relating to accounting
differences. Coordinate review by
management and fund auditors.
Notify custody and transfer agent of
authorized dividend rates in
accordance with Board approved
policy. Report dividends to Board
as required.
Frequency: Annually
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
---------------------------------- ---------------------------------------------------------------------------------------------
TAX (CONT.)
----------------------------------
Prepare tax returns Prepare excise and RIC tax returns. Review and sign tax return. A - Review and sign tax
return as preparer.
Frequency: Annually
Prepare Form 1099 Obtain yearly distribution Review and approve information
information. Calculate 1099 provided for Form 1099.
reclasses and coordinate with
transfer agent.
Frequency: Annually
Prepare other year-end tax-related Obtain yearly income distribution Review and approve information
disclosures information. Calculate disclosures provided.
(i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction) and
coordinate with transfer agent.
Frequency: Annually
Appendix C
----------
The Fulcrum Trust
Fee Schedule
================================================================================
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
================================================================================
A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
------------------------------------------------------------------
Administration
--------------
The following fees will apply to all assets for which Investors Bank
provides custody, fund accounting, calculation of N.A.V. and fund
administration. This fee does not include transactions or global custody
costs.
Annual Fee
----------
First $2 Billion of Net Assets 3.5 Basis Points
Next $2 Billion of Net Assets 2.5 Basis Points
Assets in excess of $4 Billion 2.0 Basis Points
The yearly minimum fee for each fund is $75,000.
B. Transactions
. DTC/Fed Book Entry $ 8**
. Physical Securities 35
. Options and Futures 18
. GNMA Securities 30
. Principal Paydown 5
. Foreign Currency 18***
. Outgoing Wires 7
. Incoming Wires 5
** Assumes trade information is sent electronically to Investors Bank in the
ISITC/SWIFT format. Manual trades will be billed at $12.00 per trade. There
are no transaction charges for use of the Investors Bank Repo.
***There are no transaction charges for F/X contracts executed by Investors
Bank.
C. Foreign Subcustodian Fees
-------------------------
. Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global custody
fee schedule. Local duties, script fees, registration, exchange fees,
and other market charges are out-of-pocket.
. Investors Bank will require the fund to hold all international assets
at the subcustodian of our choice.
================================================================================
MISCELLANEOUS
================================================================================
A. Out-of-Pocket
-------------
. These charges consist of:
-Reasonable Legal Expenses -Non Standard Extracts
-Printing, Delivery & Postage -Data Transmissions
-Third Party Review -Forms & Supplies
-Extraordinary Travel Expenses -Micro Rental
-Customized Systems Development/Reports -InvestView
-Pricing and Verification services
-Telecommunications
-Financial Statement Printing/Edgarization
-Support Equipment Rental
B. Domestic Balance Credit
-----------------------
. We allow use of balance credit against fees (excluding out-of-pocket
charges) for fund balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required to
support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-▇▇▇▇ rate.
C. Foreign Exchange, Cash Management and Securities Lending
--------------------------------------------------------
. This Fee Schedule assumes Investors Bank will perform foreign exchange,
cash management and security lending services for the portfolios.
Securities lending revenue is split with the portfolios and Investors
Bank on a 60/40% basis: 60% going to the portfolio. Securities lending
revenue to AST is estimated to be $21,600 per year based on current
portfolios.
D. Payment
-------
. The above fees will be charged against the fund's custodian checking
account five business days after the invoice is mailed.
E. Systems
-------
. The details of any systems work will be determined after a thorough
business analysis. System's work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for data
extract set up and reporting extract set up. Additional hours will be
billed on a time and material basis.
F. Term
----
. The term of this Fee Schedule shall be three years commencing upon the
date of conversion of the Company's assets to the Bank (the "Initial
term").
* This fee schedule is contingent on Investors Bank providing custody and
related services for the Allmerica Investment Trust, the Fulcrum Trust and
Allmerica Separate Accounts.
* This fee schedule is confidential between Investors Bank and the The Fulcrum
Trust and shall not be disclosed to any third party without the written
consent of both parties, except the Fund may include this fee schedule in
filings with the Securities and Exchange Commission as required.
Addendum to
-----------
Appendix C
to Administration Services Agreement dated April 1, 1999
--------------------------------------------------------
The Fulcrum Trust
Fee Schedule
================================================================================
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
================================================================================
A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
------------------------------------------------------------------
Administration
--------------
This addendum is to clarify the amount of fees set forth in the Fee Schedule
that will apply to fund administration services provided by Investors Bank. Of
the fees set forth under the heading "Domestic Custody, Fund Accounting,
Calculation of N.A.V., Fund Administration and Transfer Agency" (including any
minimum fees charged) $34,000 annually per portfolio will be charged on account
of administrative services provided by Investors Bank. Such amounts do not
constitute fees in addition to those set forth in the Fee Schedule referenced
above and will not be charged to the Fund but rather will be charged and billed
on a monthly basis directly to ALLMERICA FINANCIAL INVESTMENT MANAGEMENT
SERVICES, INC., a Massachusetts corporation ("AFIMS"), as investment manager for
the Fund. AFIMS hereby agrees to pay all such amounts billed within 30 days of
its receipt of an invoice for such amounts from Investors Bank.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of April 1, 1999.
THE FULCRUM TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Director