EXHIBIT H(1)
FORM OF
ADMINISTRATIVE AND TRANSFER AGENCY SERVICES AGREEMENT
AGREEMENT, dated as of , 2000 by and between The Diversified Investors
Funds Group II (formerly The Diversified Investors Strategic Allocation Funds),
a Massachusetts business trust having a Declaration of Trust on file with the
office of Secretary of State of the Commonwealth of Massachusetts (the
"Trust"), with respect to the shares of beneficial interest (par value $0.00001
per share) of the Trust (the "Shares") divided into the following series:
Diversified Institutional Money Market Fund, Diversified Institutional High
Quality Bond Fund, Diversified Institutional Intermediate Government Bond Fund,
Diversified Institutional Core Bond Fund, Diversified Institutional High-Yield
Bond Fund, Diversified Institutional Balanced Fund, Diversified Institutional
Value & Income Fund, Diversified Institutional Growth & Income Fund,
Diversified Institutional Equity Growth Fund, Diversified Institutional Special
Equity Fund, Diversified Institutional Aggressive Equity Fund and Diversified
Institutional International Equity Fund (together with any series which may in
the future be established and become subject to this Agreement in accordance
with Section 12 hereof, the "Series"), and Diversified Investment Advisors,
Inc., a Delaware corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Trust 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, transfer agency and management services to the Series,
and the Administrator is willing to provide such administrative and management
services to the Trust and each Series, on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Administrator. Subject to the general direction and
control of the Board of Trustees of the Trust, the Administrator shall perform
such administrative and management services as may from time to time be
reasonably requested by the Trust, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the administrative
and management functions herein set forth; (b) arranging, if desired by the
Trust, for Directors, officers and employees of the Administrator to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations
imposed by law; (c) supervising the overall administration of the Trust,
including negotiation of contracts and fees with and the monitoring of
performance and ▇▇▇▇▇▇▇▇ of the Trust's custodian, shareholder servicing
agents, and other independent contractors or agents; (d) preparing and, if
applicable, filing all documents required for compliance by the Trust with
applicable laws and regulations, including registration statements,
registration fee filings, prospectuses and statements of additional
information, semi-annual and annual reports to shareholders, proxy statements
and tax returns; (e) preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees and shareholders; and
(f) maintaining books and records of the Trust. Furthermore, the Administrator
shall perform such transfer agency functions as are set forth in Appendix A
hereto. In the performance of its duties under this Agreement, the
Administrator will comply with the provisions of the Declaration of Trust and
By-Laws of the Trust and the stated investment objective, policies and
restrictions of each Series, and will use its best efforts to safeguard and
promote the welfare of the Trust, and to comply with other policies which the
Board of Trustees may from time to time determine. 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
Trust's assets or the rendering of investment advice and supervision with
respect thereto or the distribution of Shares of any Series, nor shall the
Administrator be deemed to have assumed or have any responsibility with respect
to functions specifically assumed by any custodian or shareholder servicing
agent of the Trust.
2. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Administrator hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request.
3. Liaison with Accountants. The Administrator shall act as liaison
with the Trust's independent public accountants and shall provide, upon
request, account analyses, fiscal year summaries and other audit-related
schedules. The Administrator shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as such may be required by the Trust from time to time.
4. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and wages of all of the Trust's Trustees, officers and agents
who devote part or all of their time to the affairs of the Administrator or its
affiliates, and the wages and salaries of such persons shall not be deemed to
be expenses incurred by the Trust for purposes of this Section 4. Except as
provided in the foregoing sentence, the Administrator shall not pay other
expenses relating to the Trust 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 Trust; fees and expenses of the Trust's independent auditors, of legal
counsel and of any custodian, distributor, shareholder servicing agent,
registrar or dividend disbursing agent of the Trust; expenses of distributing
and redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses and statements of additional information,
reports, notices, proxy statements and reports to shareholders and governmental
officers 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 portfolio
security transactions; insurance premiums; fees and expenses of the Trust's
custodian for all services to the Trust, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of Shares of the Trust; expenses of shareholder meetings;
and expenses relating to the issuance, registration and qualification of Shares
of the Trust.
5. Compensation of Administrator. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Administrator
shall receive such compensation from the Trust as may from time to time be
agreed upon by the Administrator and the Trust.
6. Limitation of Liability of the Administrator. The Administrator
shall not be liable for any error of judgment or mistake of law or for any act
or omission in the administration or management of the Trust or the performance
of its duties hereunder, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of the reckless
disregard of its obligations and duties hereunder. As used in this Section 6,
the term "Administrator" shall include the Administrator and/or any of its
affiliates and the Directors, officers and employees of the Administrator
and/or of its affiliates.
7. Activities of the Administrator. The services of the Administrator
to the Trust are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties. It is
understood that Trustees, officers, and shareholders of the Trust are or may
become interested in the Administrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may become
similarly interested in the Trust and that the Administrator and/or any of its
affiliates may be or become interested in the Trust as a shareholder or
otherwise.
8. Termination. This Agreement may be terminated as to any Series at
any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by the Administrator, in each case on not more that 60 days' nor less
that 30 days' written notice to the other party.
9. Subcontracting by the Administrator. The Administrator may
subcontract for the performance of its obligations hereunder with any one or
more persons; provided, however, that the Administrator shall not enter into
any such subcontract unless the Trustees of the Trust shall have approved such
subcontract, and provided, further, that, unless the Trust otherwise expressly
agrees in writing, the Administrator shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it would be for its own acts
or omissions.
10. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
11. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought and no material amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the
outstanding voting securities of the Trust or each Series, as the case may be.
12. Additional Funds. In the event that the Fund establishes one or
more series of Shares, in addition to those set forth in the preamble above,
with respect to which it desires to have the Administrator render services
under the terms hereof, it shall so notify the Administrator in writing, and if
the Administrator agrees in writing to provide such services, such series of
Shares shall become a Series hereunder.
13. Miscellaneous. This agreement embodies the entire agreement and
understanding between the parties hereto 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 delimit any of the provisions hereof or otherwise affect their construction
or effect. Should any part of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, to the extent
permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of the Trust has executed this Agreement not individually,
but as __________ under the Trust's Declaration of Trust, dated April 23, 1993,
and the obligations of this Agreement are not binding upon any of the Trustees
or shareholders of the Trust individually, but bind only the Trust estate.
THE DIVERSIFIED INVESTORS
FUNDS GROUP II
By:____________________________
Name:
Title:
DIVERSIFIED INVESTMENT
ADVISORS, INC.
By:____________________________
Name:
Title: