Exhibit 23(h)(2)
ADMINISTRATION SERVICES AGREEMENT
MEEDER ADVISOR FUNDS
CAPITAL FUND
AND
MUTUAL FUNDS SERVICE CO.
This Administration Services Agreement (the "Agreement") dated as of the
________ day of _______________, 2002, made by and between MEEDER ADVISOR FUNDS
(the "Trust"), a mutual fund organized as a business trust under the laws of the
Commonwealth of Massachusetts acting for and on behalf of the CAPITAL FUND (the
"Fund") which is operated and maintained by the Trust for the benefit of the
holders of shares of the Fund, and MUTUAL FUNDS SERVICE CO., an Ohio corporation
("Administrator").
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940 (collectively with the rules
and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative and management services, and the Administrator is willing to
provide such administrative and management services to the Fund, on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the parties
hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the direction and control of the
Board of Trustees of the Fund, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by the
Fund. The types of services which may be called for hereunder include without
limitation: (a) providing equipment and clerical personnel necessary for
performing the administrative and management functions herein set forth; (b)
arranging, if desired by the Fund, for Trustees, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Fund 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 Fund, including negotiation of contracts and fees with and
the monitoring of performance and ▇▇▇▇▇▇▇▇ of the Fund's custodian and other
independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Fund with
applicable federal laws and regulations, including registration statements,
semi-annual and annual reports to shareholders and proxy statements; (e)
preparing
supporting documents for meetings of Trustees and committees of Trustees; and
(f) maintaining current and accurate books and records of the Fund.
Notwithstanding the foregoing, the Administrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any custodian of the Fund or any person or agent responsible for
state registration or renewal functions of the Fund.
Accounts, records and other information shall belong to the Fund and be
considered confidential. Accounts, records and other information will not be
disclosed to other than federal and state regulators without permission from the
Fund.
2. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Administrator, and the wages and salaries of
such persons shall not be deemed to be expenses incurred by the Fund for
purposes of this Section 2. Except as provided in the foregoing sentence, the
Fund will pay all of its own expenses including, without limitation,
compensation of Trustees not affiliated with the Administrator; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Fund; fees and expenses of the Fund's independent
auditors, legal counsel and any transfer agent or registrar of the Fund;
expenses of preparing, printing and mailing reports, notices, proxy statements
and reports to investors and governmental agencies and commissions; expenses of
preparing and mailing agendas and supporting documents for meetings of Trustees
and committees of Trustees; expenses connected with the execution, recording and
settlement of security transactions; insurance premiums; fees and expenses of
the Fund's custodian for all services to the Fund, including safekeeping of
funds and securities and maintaining required books and accounts; expenses of
calculating the net asset value of shares of the Fund; expenses of meetings of
shareholders of the Fund; and expenses relating to the issuance, registration
and qualification of shares of the Fund.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Fund shall pay
to the Administrator an administrative fee computed and paid in accordance with
Schedule A hereto.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator and its
Trustees, officers, employees and agents shall not be liable for any error of
judgment or mistake of law or for any act or omission in the administration of
the Fund or the performance of its duties hereunder, unless caused by the
Administrator's negligence, willful misfeasance, or breach of this Agreement.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Fund are not to be deemed to be exclusive, the Administrator being free to
render administrative and/or other services to other parties.
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6. TERMINATION. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the initial
term this Agreement may be terminated by either party upon 60 days' prior
written notice.
7. DELEGATION BY THE ADMINISTRATOR. The Administrator may delegate any or
all of its obligations hereunder to any one or more entities or persons;
provided, however, that the Administrator shall not make any such delegation
unless the Trustees of the Fund shall have approved such delegation; and
provided, further, that, unless the Fund otherwise expressly agrees in writing,
the Administrator shall be as fully responsible to the Fund for the acts and
omissions of the entity or person to whom the Administrator has made such
delegation as it would be for its own acts or omissions.
8. NOTICES. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:
If to the Fund:
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Meeder Advisor Funds
Capital Fund
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Administrator:
-----------------------
Mutual Funds Service Co.
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9. The Trustees, officers, employees and agents of the Trust shall not be
personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
11. ASSIGNMENT. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Fund without the written consent of the
Administrator, or by the Administrator without the written consent of the Fund,
in each case authorized or approved by a resolution of its Trustees.
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12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
MEEDER ADVISOR FUNDS
CAPITAL FUND
By
--------------------------------
MUTUAL FUNDS SERVICE CO.
By
--------------------------------
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Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
----------------------------------------
MEEDER ADVISOR FUNDS CAPITAL FUND
---------------------------------
BASIS POINT FEE - 5 Basis Points on the monthly total average net assets of the
Fund.
In addition, all out-of-pocket expenses shall be separately charged and shall
include but not be limited to: printed/copied material, postage, overnight mail,
courier service, third-party ▇▇▇▇▇ filing fees, transportation and lodging.
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MUTUAL FUNDS SERVICE CO.
ADMINISTRATION SERVICES SUMMARY
-------------------------------
o If desired by the Fund, arranging for Directors, officers and employees of
Mutual Funds Service Co. to serve as directors, officers, agents of the
Fund if duly elected or appointed.
o Negotiation of contracts and fees with other independent contractors.
Monitor performance and ▇▇▇▇▇▇▇▇ of the Fund's custodian and other
independent contractors or agents.
o Preparing for review by Fund legal counsel and Directors and, where
applicable, filing with the SEC, those documents required for compliance by
the Fund under applicable federal laws and regulations:
(1) Form N-1A Registration Statement
(2) Rule 24f-2 Notice
(3) Semi-annual and annual reports to shareholders
(4) Form N-SAR Semi-Annual Report for Regulated Investment Companies
(5) Proxy Statements
o Prepare requested supporting documents and summaries for meetings of
Directors and committees of Directors.
o Obtain and keep in effect Fidelity Bond D&O/E&O insurance for the Fund.
o Calculate performance data.
o Coordinate and supervise the preparation and filing of the Funds' tax
returns.
o Advise the Trust and its Board on matters concerning the Fund.
o Prospectus, New Account Application, miscellaneous forms, reports to
shareholders and Directors will be produced and customized to meet your
needs.
o Coordinate Blue Sky activities with the Fund's in-house personnel or agent
responsible for state registration or renewal functions of the Fund.
ACCOUNTING SERVICES AGREEMENT
MEEDER ADVISOR FUNDS
CAPITAL FUND
THIS AGREEMENT, dated the ____ day of ________, 2002, made by and between
MEEDER ADVISOR FUNDS (the "Trust"), a mutual fund organized as a business trust
under the laws of the Commonwealth of Massachusetts and operating as an open-end
investment company comprised of its ninth series, which has been designated the
CAPITAL FUND (the "Fund"), and MUTUAL FUNDS SERVICE CO. ("Agent"), a corporation
duly organized and existing in the State of Ohio;
WITNESSETH THAT:
WHEREAS, the Trust desires to appoint the Agent as its Accounting Services
Agent for the Fund to perform certain accounting and record keeping functions
required of a duly registered investment company; to file certain financial
reports; to maintain and preserve certain books, accounts, and records as the
basis for such reports; and to perform certain daily functions in connection
with such accounts and records;
WHEREAS, the Agent is willing to perform such functions upon the terms and
conditions herein set forth; and
WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Fund,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1. The Trust shall turn over to the Agent all of the Fund's
accounts and records previously maintained by or for the Trust. The Agent shall
be entitled to rely exclusively on the completeness and correctness of the
accounts and records turned over to it by the Trust, and the Trust shall
indemnify and hold the Agent harmless of and for any and all expenses, damages,
claims, suits, liabilities, actions, demands, and losses whatsoever arising out
of or in connection with any errors, omission, inaccuracy, or other deficiency
of such accounts and records or in the failure of the Trust to provide any
portion of such or to provide any information needed by the Agent knowledgeably
to perform its functions hereunder.
Section 2. The Agent shall examine and review the Fund's existing accounts,
records, and other documents, and systems in order to determine or recommend how
such accounts, records, and other documents, and systems shall be maintained.
Section 3. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of the Fund, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2, of
the Investment Company Act of 1940, as amended, and as may be mutually agreed to
between the Trust and the Agent:
(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral therefor
(l) Trial Balances
Unless appropriate information necessary to perform the above functions is
furnished to the Agent in a timely manner, the Agent shall incur no liability to
the Trust or any other person.
It shall be the responsibility of the Trust to furnish the Agent with the
declaration, record, and payment dates and amounts of any dividends or income
and any other special actions required concerning each of the Fund's Securities.
The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.
Section 4. Upon receipt by the Agent of written or oral instructions, the
Agent shall make proper accounting entries in accordance therewith. The Trust
shall direct that each broker-dealer, or other person through whom a transaction
has occurred, shall send a confirmation thereof to the Agent. The Agent shall
verify this confirmation against the written or oral instructions when received
from the Trust and forward the confirmation to the Custodian. The Agent shall
promptly notify the Trust of any discrepancy between the confirmation and the
Trust's written instructions when received from the Trust but shall incur no
responsibility or liability for such discrepancy. The Trust shall cause any
necessary corrections to be made and shall advise the Agent and the Custodian
accordingly.
Section 5. The Agent shall calculate the Fund's net asset value in
accordance with the Trust's currently effective prospectus, once daily.
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The Agent shall prepare and maintain a daily evaluation of Securities for
which market quotations are available by the Agent's use of Bloomberg Financial
Markets and ILX Quotation Services; all other Securities shall be evaluated in
accordance with the Trust's written instructions, and the Agent shall have no
responsibility or liability for the accuracy of the information supplied by the
Trust or upon the written instructions.
The Trust assumes all responsibility for computation of "amortized cost",
valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.
Section 6. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall be
reconciled with the Agent's accounts and records maintained for the Fund. The
Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 7. The Agent shall supply daily and periodic reports to the Trust,
as required by law or regulation, and as requested by the Trust and agreed upon
by the Agent.
Section 8. The Trust shall report and confirm to the Transfer Agent all
Share purchases and redemptions of which it is aware. The Agent shall obtain
from the Transfer Agent daily reports of Share purchases, redemptions, and total
shares outstanding.
The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.
Section 9. The accounts and records of the Fund maintained by the Agent
shall be the property of the Trust, and shall be made available to the Trust,
within a reasonable period of time, upon demand. The Agent shall assist the
Trust's independent auditors, or upon approval of the Trust, or upon demand, any
regulatory body, in any requested review of the Fund's accounts and records but
shall be reimbursed for all expenses and employee time invested in any such
review outside of routine and normal periodic review. Upon receipt from the
Trust of the necessary information, the Agent shall supply the necessary data
for the Trust's completion of any necessary tax returns, questionnaires,
periodic reports to Shareholders of the Fund, and such other reports and
information requests as the Trust and the Agent shall agree upon from time to
time.
Section 10. The Agent and the Trust may from time to time adopt uniform or
standing procedures, and the Agent may conclusively assume that any procedure
approved by the Trust, or directed by the Trust, does not conflict with or
violate any requirements of its prospectus, Declaration of Trust, By-Laws, or
any rule or regulation of any regulatory body or governmental agency. The Trust
shall be responsible to notify the Agent of any changes in regulations or rules
which might necessitate changes in the Agent's procedures.
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Section 11. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent shall
not be liable for any actions taken in good faith upon such statements.
Section 12. The Agent shall not be liable for any action taken in good
faith reliance upon any authorized oral instructions, any written instructions,
any certified copy of any resolution of the Trustees of the Trust or any other
document reasonably believed by the Agent to be genuine and to have been
executed or signed by the proper person or persons. The Trust will send written
instructions to cover oral instructions, and the Agent will compare the
information against the oral instructions previously furnished. The Agent will
inform the Trust immediately of any noted discrepancy or will request, if no
written instruction is received in a reasonable time, that the Trust forward
same to Agent.
The Agent shall not be held to have notice of any change of authority of
any officer, employee, or agent of the Trust until receipt of notification
thereof by the Trust.
In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all claims
and liabilities (including reasonable expenses for legal counsel) incurred by or
assessed against the Agent in connection with the performance of this Agreement,
except such as may arise from the Agent's own negligent action, omission, or
willful misconduct; provided, however, that before confessing any claim against
it, the Agent shall give the Trust reasonable opportunity to defend against such
claim in the name of the Trust, the Fund or the Agent or any of them.
Section 13. The Shareholders, Trustees, officers, employees and agents of
the Trust shall not be personally bound by or liable hereunder, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
hereunder as provided for in the Declaration of Trust.
Section 14. The Trust agrees to pay the Agent compensation for its services
and to reimburse it for expenses, as set forth in Schedule A attached hereto, or
as shall be set forth in amendments to such Schedule approved by the Trust and
the Agent.
Section 15. Nothing contained in this Agreement is intended to or shall
require the Agent, in any capacity hereunder, to perform any functions or duties
on any holiday or other day of special observance on which the New York Stock
Exchange is closed. Functions or duties normally scheduled to be performed on
such days shall be performed on, and as of, the next business day on which both
the New York Stock Exchange and the Agent are open.
Section 16. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the initial
term this Agreement may be terminated by either party upon 60 days' prior
written notice.
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Section 17. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Trust:
Meeder Advisor Funds
Capital Fund
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
c/o Meeder Asset Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Agent:
Mutual Funds Service Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Section 18. The Trustees, officers, employees and agents of the Trust shall
not be personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
Section 19. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 20. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the Agent,
or by the Agent without the written consent of the Trust, authorized or approved
by a resolution of its Trustees.
Section 21. This Agreement shall be governed by the laws of the State of
Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
CAPITAL FUND
By_________________________
MUTUAL FUNDS SERVICE CO.
By__________________________
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Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ACCOUNTING SERVICES
------------------------------------
THE CAPITAL FUND
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MINIMUM ANNUAL FEE - $20,000 (Based upon average net assets - payable monthly)
BASIS POINT FEE
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15 Basis Points on first $10 million of assets
10 Basis Points on next $20 million of assets
2 Basis Points on next $50 million of assets
1 Basis Point on remaining assets over $80 million
In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: pricing service fees, printed forms, postage,
overnight mail and NASDAQ terminal fees.
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ADMINISTRATION AGREEMENT
MEEDER ADVISOR FUNDS
CAPITAL FUND
This Agreement dated as of the ___ day of _________________, 2002, made by
and between Meeder Advisor Funds (the "Trust"), a business trust operating as an
open-end investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, and Mutual Funds Service Co. ("Agent"), a
corporation organized and existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the Trust's series, the Capital Fund (the "Fund"); and
WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
Firstar Bank, N.A. (the "Bank") performs the duties of Custodian of the
securities and cash of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The Trust hereby appoints Agent as its Transfer, Redemption and
Dividend Disbursing Agent for the Trust's series, the Capital Fund, and Agent
accepts such appointments and agrees to act in such capacities upon the terms
set forth in this Agreement.
TRANSFER AGENCY
SECTION 2. Agent will maintain registry records in the usual form in which
it will note the issuance, transfer and redemption of Shares and the issuance
and transfer of Share Certificates. Agent is also authorized to maintain an
account entitled Unissued Certificate Account in which it will record the Shares
and fractions of Shares issued and outstanding from time to time for which
issuance of Share Certificates was not requested. The Trust shall provide to the
Agent reports for the Fund of Fund Share purchases, redemptions and total Shares
outstanding on the next business day after each net asset valuation. Agent is
authorized to keep records for the Fund in which it will note the names and
registered addresses of Shareholders, and the number of Shares and fractions
from time to time owned by then for which no Share Certificates are outstanding.
SECTION 3. Agent will issue Share Certificates for Shares of the Fund, only
upon receipt of a written request from a Shareholder. In all other cases, the
Trust authorizes Agent to dispense with the issuance and countersignature of
Share Certificates whenever Shares are purchased. In such case Agent, as
Transfer Agent, shall merely note on its stock registry records the issuance of
the Shares and fractions, if any; shall credit the Unissued Certificate Account
with the Shares and fractions issued; and shall credit the proper number of
Shares and fractions to the respective Shareholders. Likewise, whenever Agent
has occasion to surrender for redemption Shares and fractions to the respective
Shareholders, it shall be unnecessary to issue Share Certificates for redemption
purposes. The Trust authorizes Agent in such cases to process the transactions
by appropriate entries in its stock transfer records, and debiting of the
unissued Certificate Account and the record of issued Shares outstanding.
SECTION 4. Agent in its capacity as Transfer Agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock Transfer Agent for a corporation. It will countersign for issuance or
reissuance Share Certificates representing original issue or reissued treasury
Shares as directed by the written instructions of the Trust, and will transfer
Share Certificates registered in the name of Shareholders from one Shareholder
to another in the usual manner. Agent may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper believed by it in good faith to
be genuine and unaltered, and to have been signed, countersigned, or executed by
a duly authorized person or persons, or upon the instructions of any officer of
the Trust, or upon the advice of counsel for the Trust or for Agent. Agent may
record any transfer of Share Certificates which is believed by it in good faith
to have been duly authorized or may refuse to record any transfer of Share
Certificates if in good faith Agent deems such refusal necessary in order to
avoid any liability to any person.
SECTION 5. In case of any request or demand for the inspection of the Share
records of the Trust, Agent as Transfer Agent, shall endeavor to notify the
Trust and to secure instructions as to permitting or refusing such inspection.
However, Agent may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so.
ISSUANCE OF SHARES
SECTION 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase orders
received for the Fund since the last determination of the Fund's net asset
value.
Immediately after 4:00 p.m., Columbus time, on each day that the Trust and
Agent are open for business or on any other day on which there is sufficient
degree of trading in the Trust's portfolio securities that the current net asset
value of a Fund's Shares might be materially affected, Agent shall obtain from
the Trust a quotation (on which it may conclusively rely) of the net asset value
per Share determined as of 4:00 p.m., Columbus time, on that day. Agent shall
proceed to calculate for the Fund the amount
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available for investment in Shares at the quoted net asset value, the number of
Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased for the Fund and confirm such number to the
trust in writing.
SECTION 7. Agent having made the calculations provided for in Section 6,
shall thereupon for the Fund pay over the net asset value of Shares purchased to
the Bank. The payment shall then be deposited in an account maintained under the
Custodian Agreement. The proper number of Shares and fractional Shares for the
Fund shall then be issued daily and credited by Agent to the Unissued
Certificate Account. The Shares and fractional Shares purchased for each
Shareholder will be credited by Agent to his separate account. Agent shall mail
to each Shareholder a confirmation of each purchase, with copies to the Trust if
balance, the new Share balance, the Shares held under a Plan (if any), the
Shares for which Stock Certificates are outstanding (if any), the amount
invested and the price paid for the newly purchased Shares.
REDEMPTIONS
SECTION 8. Agent shall, for the Fund, prior to the daily determination of
net asset value in accordance with the Trust's prospectus, process all requests
from Shareholders to redeem Shares and determine the number of Shares required
to be redeemed to make monthly payments, automatic payment or the like.
Thereupon, Agent shall advise the Fund of the total number of Shares available
for redemption and the number of Shares and fractional Shares requested to be
redeemed. The Fund shall then quote to Agent the applicable net asset value,
whereupon Agent shall furnish the Fund with an appropriate confirmation of the
redemption and process the redemption by filing with the Bank an appropriate
statement and making the proper distribution and application of the redemption
proceeds in accordance with the Trust's prospectus. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual account of the Shareholder shall be properly debited.
In lieu of carrying out the redemption procedures hereinabove provided for
in this Section 8, Agent may, at the request of the Fund, sell Shares to the
Fund as repurchases from Shareholders, provided that in each such case the sale
price shall be not less than the applicable redemption price. In such case the
redemption procedures shall be appropriately modified.
SECTION 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:
(a) By check mailed to Shareholder at his registered address. The request
and stock certificates, if any, for Shares being redeemed, must have the owner's
signature
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guaranteed by a domestic commercial bank or trust company or a member firm of a
national securities exchange.
(b) By wire to a designated bank or broker upon telephone request, without
signature guarantee, if such redemption procedure has been elected by the
Shareholder on the Account Application. Any change in the designated bank or
broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.
(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.
DIVIDENDS
SECTION 10. It is mutually understood by the parties that the Fund intends
to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with the
Trust's currently effective prospectus. The Agent shall compute the dividends
per Share payable with respect to the account of each Shareholder and the number
of additional Shares and fractional Shares to be issued with respect to such
dividends. The Agent shall notify the Fund of the total number of additional
Shares and fractional shares which have been issued. The Agent shall maintain
records as to the additional shares and fractional Shares issued with respect to
the account of each Shareholder.
In the event that the Trust changes a dividend policy for the Fund or
orders the distribution of any long-term gains with respect to the Fund, the
Trust shall notify the Agent of such resolution of its Trustees declaring a
dividend or other distribution, the amount payable per Share, the record date
for determining Shareholders entitled to payment, the net asset value to be used
for reinvestments of dividends and the payment date. The Agent shall, on the
designated payment date, calculate the amount to be reinvested in Shares and
fractional Shares for each Shareholder.
GENERAL PROVISIONS
SECTION 11. Agent shall maintain records (which may be part of the stock
transfer records) in connection with the issuance and redemption of Shares, the
disbursement of dividends and dividend reinvestments, in which will be noted and
transactions effected for each Shareholder and the number of Shares and
fractional Shares owned by each for which no Share Certificates are outstanding.
SECTION 12. Agent agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940
any records relating to services provided under this Agreement which are
required to be maintained by Rule 31a-1 under said Act.
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SECTION 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation of
and mailing Federal Tax Information Forms, mailing semi-annual reports of the
Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.
SECTION 14. Except as set forth in Section 6, nothing contained in this
Agreement is intended to or shall require Agent in any capacity hereunder, to
perform any functions or duties on any holiday, day of special observance or any
other day on which Agent or the New York Stock Exchange is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
Agent are open.
SECTION 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its corporate
capacity arising out of its compensation hereunder.
SECTION 16. (a) Except as set forth below in this Section 16, the Trust
shall indemnify Agent and save it harmless from and against all actions, suits
and claims, whether groundless or otherwise, arising directly or indirectly out
of or in connection with its performance under this Agreement and from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities incurred by Agent in connection with any such action,
suit, or claim. Agent shall not be under any obligation to prosecute or to
defend any action, suit or claim arising out of or in connection with its
performance under this Agreement, which, in the opinion of its counsel, may
involve it in expense or liability, and the Trust shall, so often as reasonably
requested, furnish Agent with satisfactory indemnity against such expense or
liability, and upon request of Agent the Trust shall assume the entire defense
of any action, suit, or claim subject to the foregoing indemnity; provided,
however, that Agent shall give the Trust notice and reasonable opportunity to
defend any such action, suit, or claim, in the name of the Trust or Agent or
both.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust, or of counsel, who
may be counsel for the Trust or counsel for Agent, and upon statements of
accountants, brokers and other persons believed by it in good faith to be
expert in the matters upon which they are consulted and for any actions
taken in good faith upon such statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good faith
reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon
the genuineness of any
5
such document or copy thereof believed in good faith by Agent to have been
validly executed.
(iii) Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other paper or document believed by it to be genuine and to have been
signed or presented by the purchaser, Trust or other proper party or
parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended that
insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by Agent,
such liability shall be borne by Agent's insurance carriers. In the event of any
loss occurring which is attributable to any payment upon a forged instrument,
oversight, error or omission by Agent, Agent shall use its best efforts to have
its insurance carriers bear the loss.
SECTION 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without a
signature guarantee. The Trust hereby agrees to indemnify and hold Agent, its
successors and assigns, harmless of and from any and all expenses, damages,
claims, suits, liabilities, actions, demands, losses whatsoever arising out of
or in connection with a payment by Agent upon redemption of Shares without a
signature guarantee and upon the request of Agent the Trust shall assume the
entire defense of any action, suit or claims subject to the foregoing indemnity.
Agent shall notify the Trust of any such action, suit or claim with 30 days
after receipt by Agent of notice thereof.
SECTION 18. The Trust shall promptly cause to be turned over to Agent all
records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
SECTION 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
SECTION 20. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and the Agent.
SECTION 21. Either the Trust or Agent may give 30 days' written notice to
the other of the termination of this Agreement, such termination to take effect
at the time specified in the notice.
SECTION 22. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
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If to the Fund:
--------------
Meeder Advisor Funds
Capital Fund
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Agent:
-----------
Mutual Funds Service Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION 23. The Trust represents and warrants to Agent that the execution
and delivery of this Administration Agreement by the undersigned officers of the
Trust has been duly and validly authorized by resolution of the Trustees of the
Trust.
SECTION 24. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 25. 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 by the Trust without the written
consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
▇▇▇▇▇▇ ADVISOR FUNDS
CAPITAL FUND
By:_______________________________
MUTUAL FUNDS SERVICE CO.
By:_______________________________
7
MUTUAL FUNDS SERVICE COMPANY
FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
-----------------------------------------
DISBURSING AND SHAREHOLDER SUPPORT SERVICES
-------------------------------------------
ANNUAL FEE - 12 basis points of monthly total average assets or $15 per
shareholder account or $4,000 payable monthly, whichever is greatest.
In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.
8