EXHIBIT (d)5.1
AMENDED AND RESTATED
ADMINISTRATIVE AGREEMENT
THIS AMENDED AND RESTATED ADMINISTRATIVE AGREEMENT dated this 25th day of May,
2004 (the" Agreement"), between ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY, a
Massachusetts business trust hereinafter called the "Trust" and ▇▇▇▇▇ ▇▇▇▇▇▇▇
INVESTMENT MANAGEMENT COMPANY, a Washington Corporation hereinafter called the
"Manager" amends and restates in its entirety the Administrative Agreement dated
January 1, 1999, as amended, between the Trust and the Manager.
WHEREAS, the Trust has been organized by and at the expense of a company
affiliated with the Manager and operates as an investment company of the
"series" type registered under the Investment Company Act of 1940 ("1940 Act")
for the purpose of investing and reinvesting its assets in portfolios of
securities, each of which has distinct investment objectives and policies (each
distinct portfolio being referred to herein as a "Sub-Trust"), as set forth more
fully in its Master Trust Agreement, its By-Laws and its Registration Statements
under the 1940 Act and the Securities Act of 1933, all as heretofore amended and
supplemented; and the Trust desires to avail itself of the services,
information, assistance, and facilities of a manager and to have a manager
perform for it various management, administrative, and other services; and
WHEREAS, the Manager and its affiliated corporations have undertaken the
initiative and expense of organizing the Trust in order to have a means to
commingle assets for certain investors to have access to and utilize the
"Multi-Style, Multi-Manager" method of investment and to provide services to the
Trust in consideration of and on the terms and conditions hereinafter set forth;
NOW, THEREFORE, Trust and the Manager agree as follows:
1. Employment of the Manager. The Trust hereby employs the Manager to
administer its business and administrative operations, subject to the
direction of the Board of Trustees and the officers of the Trust, for the
period, in the manner, and on the terms hereinafter set forth. The Manager
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth. The Manager shall
for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the Trust in any
way.
2. Obligations of and Services to be Provided by the Manager. The Manager
undertakes to provide the services hereinafter set forth and to assume the
following obligations:
A. Management and Administrative Services.
(1) The Manager shall furnish to the Trust adequate (a) office space,
which may be space within the offices of the Manager or in such
other place as may be agreed upon from time to time, (b) office
furnishings, facilities, and equipment as may be
reasonably required for managing and administering the business and
operations of the Trust, including (i) complying with the business
trust, securities, and tax reporting requirements of the United
States and the various states in which the Trust does business, (ii)
conducting correspondence and other communications with the
Shareholders of the Trust, and (iii) maintaining or supervising the
maintenance of all internal bookkeeping, accounting, and auditing
services and records in connection with the Trust's investment and
business activities. The Trust agrees that its shareholder
recordkeeping services, the computing of net asset value and the
preparation of certain of its records required by Rule 31 under the
1940 Act are maintained by the Trust's Transfer Agent, Custodian,
and Money Managers, and that with respect to these records the
Manager's obligations under this Section 2(A) are supervisory in
nature.
(2) The Manager shall employ or provide and compensate the executive,
administrative, secretarial, and clerical personnel necessary to
supervise the provision of the services set forth in sub-paragraph
2(A) (l), and shall bear the expense of providing such services
except as provided in Section 4 of this Agreement. The Manager shall
also compensate all officers' and employees of the Trust who are
officers or employees of the Manager, or its affiliated companies.
B. [Reserved]
C. [Reserved]
D. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials.
The Manager will make available and provide financial, accounting,
and statistical information required by the Trust for the
preparation of registration statements, reports, and other documents
required by federal and state securities laws, and with such
information as the Trust may reasonably request for use in the
preparation of such documents or of other materials necessary or
helpful for the underwriting and distribution of the Trust's shares.
E. Other Obligations and Services.
The Manager shall make available its officers and employees to the
Board of Trustees and officers of the Trust for consultation and
discussions regarding the administration and management of the Trust
and its investment activities.
3. [Reserved]
4 Expenses of the Trust. It is understood that the Trust will pay all its
expenses other than those expressly assumed by the Manager herein, which
expenses payable by the Trust shall include:
A. Fees for the services of the Money Managers;
B. Expenses of all audits by independent public accountants;
C. Expenses of transfer agent, registrar, dividend disbursing agent,
and shareholder recordkeeping services;
D. Expenses of custodial services including recordkeeping services
provided by the Custodian;
E. Expenses of obtaining quotations for calculating the value of the
Trust's net assets;
F. If separately and expressly approved by the Board of Trustees,
expenses of obtaining Portfolio Activity Reports and Analyses of
International Management reports for each portfolio of each
Sub-Trust;
G. Expenses of maintaining each Sub-Trust's tax records;
H. Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Manager;
I. Taxes levied against the Trust;
J. Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Trust;
K. Costs, including the interest expense, of borrowing money;
L. Costs and/or fees incident to meetings of the Trust, the preparation
and mailings of prospectuses and reports of the Trust to its
Shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence, and the registration of shares
with federal and state securities authorities;
M. Legal fees, including the legal fees related to the registration and
continued qualification of the Trust shares for sale;
N. Costs of printing stock certificates representing shares of the
Trust;
O. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Manager or any of its affiliates;
P. The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
Q. Association membership dues; and
R. Extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, other claims, and the legal
obligations of the Trust to indemnify its Trustees, officers,
employees, shareholders, distributors, and agents with respect
thereto.
5. Activities and Affiliates of the Manager.
A. The services of the Manager and its affiliated corporations to the
Trust hereunder are not to be deemed exclusive, and the Manager and
any of its affiliates shall be free to render similar services to
others.
B. Subject to and in accordance with the Master Trust Agreement (as
defined below) and By-Laws of the Trust and to Section 10(a) of the
1940 Act, it is understood that Trustees, officers, agents, and
shareholders of the Trust are or may be interested in the Manager or
its affiliates directors, agents, or shareholders of the Manager or
its affiliates; that directors, officers, agents, and shareholders
of the Manager or its affiliates are or may be interested in the
Trust as Trustees, officers, agents, shareholders, or otherwise;
that the Manager or its affiliates may be interested in the Trust as
shareholders or otherwise; and that the effect of any such interests
shall be governed by said Master Trust Agreement, By-Laws, and the
▇▇▇▇ ▇▇▇.
6. Compensation of the Manager.
A. As consideration for the Manager's services to the following
Sub-Trusts, the Manager shall receive from each of these Sub-Trusts
an annual management fee, accrued daily at the rate of 1/365th of
the applicable management fee and payable following the last day of
each month, of the following annual percentages of each Sub-Trust's
average daily net assets during the month:
Diversified Equity .05%
Special Growth .05%
Quantitative Equity .05%
Diversified Bond .05%
Short Term Bond .05%
International Securities .05%
Multistrategy Bond .05%
Tax Exempt Bond .05%
U.S. Government Money Market .05%
Tax Free Money Market .05%
Real Estate Securities .05%
Emerging Markets .05%
Money Market .05%
Equity I .05%
Equity II .05%
Equity Q .05%
International .05%
Fixed Income I .05%
Fixed Income III .05%
Tax-Managed Large Cap .05%
Equity Aggressive Strategy .05%
Aggressive Strategy .05%
Balanced Strategy .05%
Moderate Strategy .05%
Conservative Strategy .05%
Tax-Managed Global Equity .05%
Tax-Managed Mid & Small Cap .05%
Select Growth .05%
Select Value .05%
▇▇▇▇▇▇▇ Multi-Manager Principal Protected .05%
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder or on the
part of the Manager or its corporate affiliates, the Manager and its
corporate affiliates shall not be subject to liability to the Trust
or to any Shareholder of the Trust for any act or omission in the
course of, or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding, or sale
of any security.
B. No provision of this Agreement shall be construed to protect any,
trustee or officer of the Trust, or the Manager and its corporate
affiliates, from liability in violation of Sections 17(h) and (i) of
the 1940 Act.
8. Renewal and Termination.
A. This Agreement shall become effective on and as of May 25, 2004 and
shall continue in effect as to each Sub-Trust until it is
terminated.
B. This Agreement:
(a) May at any time be terminated without the payment of any
penalty either by vote of the Board of Trustees of the Trust
or, as to any Sub-Trust, by vote of a majority of the
outstanding voting securities of the Sub-Trust, on 60 days'
written notice to the Manager;
(b) Shall immediately terminate in the event of its assignment;
and
(c) May be terminated by the Manager on 60 days' written notice to
the Trust.
C. As used in this Section 8, the terms of "assignment", "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms in
the 1940 Act.
D. Any notice under this Agreement shall be given in writing addressed
and delivered, or mailed postpaid, to the other party at any office
of such party.
9. Severability. 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 shall not be affected thereby.
10. Reservation of Name. The parties hereto acknowledge that ▇▇▇▇▇ ▇▇▇▇▇▇▇
Company has reserved the right to grant the non-exclusive use of the name
"▇▇▇▇▇ ▇▇▇▇▇▇▇," or any derivative thereof, to any other investment
company, investment advisor, distributor or other business enterprise, and
to withdraw from the Trust the use of the name "▇▇▇▇▇ ▇▇▇▇▇▇▇." In the
event that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Company should elect to withdraw the use of the
name "▇▇▇▇▇ ▇▇▇▇▇▇▇" from the Trust, the Trust will submit the question of
continuing this Agreement to a vote of its Shareholders.
11. Limitation of Liability. The Amended and Restated Master Trust Agreement
datedAugust 19, 2002, as amended from time to time, establishing the
Trust, which is hereby referred to and a copy of which is on file with the
Secretary of The Commonwealth of Massachusetts, provides that the name
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company means the Trustees from time to time
serving (as Trustees but not personally) under said Master Trust
Agreement. It is expressly acknowledged and agreed that the obligations of
the Trust hereunder shall not be binding upon any of the Shareholders,
Trustees, officers, employees, or agents of the Trust, personally, but
shall bind only the trust property of the Trust, as provided in its
Amended and Restated Master Trust Agreement. The execution and delivery of
this Agreement have been authorized by the Trustees of the Trust and
signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
trust property of the Trust as provided in its Amended and Restated Master
Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
Attest: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest: ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President