Exhibit (h)(2)(a)
▇▇▇▇▇ ▇▇▇▇▇ GROWTH TRUST
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
AMENDED AND RESTATED AGREEMENT made this 10th day of December, 2001,
between ▇▇▇▇▇ ▇▇▇▇▇ Growth Trust, a Massachusetts business trust (the "Trust"),
on behalf of each of its series listed on Schedule A (the "Funds"), and ▇▇▇▇▇
▇▇▇▇▇ Management, a Massachusetts business trust, (the "Administrator").
IN CONSIDERATION of the mutual promises and undertakings herein contained,
the parties hereto agree with respect to each Fund:
1. DUTIES OF THE ADMINISTRATOR. The Trust hereby employs the Administrator
to act as administrator of each Fund and to administer its affairs, subject to
the supervision of the Trustees of the Trust, for the period and on the terms
set forth in this Agreement.
The Administrator hereby accepts such employment, and undertakes to afford
to the Trust the advice and assistance of the Administrator's organization in
the administration of each Fund and to furnish for the use of the Fund office
space and all necessary office facilities, equipment and personnel for
administering the affairs of the Fund and to pay the salaries and fees of all
officers and Trustees of the Trust who are members of the Administrator's
organization and all personnel of the Administrator performing services relating
to administrative activities. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
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 any Fund's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of any Fund, nor
shall the Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian
or shareholder servicing agent of the Trust or a Fund. It is intended that the
assets of certain Funds will be invested in an interest in registered open-end
investment companies having substantially the same investment objective,
policies and restrictions as such Funds (the "Portfolios"). Boston Management
and Research ("BMR"), an affiliate of the Administrator, currently acts as
investment adviser to the Portfolios under an Investment Advisory Agreement
between each Portfolio and BMR.
2. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and fees of all of the Trust's Trustees and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees of such persons shall not be deemed to be expenses incurred by the
Trust for purposes of this Section 2. Except as provided in the foregoing
sentence, the Administrator shall not pay any expenses relating to the Trust or
a Fund including, without implied limitation, (i) expenses of maintaining the
Fund and continuing its existence, (ii) registration of the Trust under the
Investment Company Act of 1940, (iii) commissions, fees and other expenses
connected with the acquisition, disposition and valuation of securities and
other investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust,
the Fund and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Fund and of the Fund's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Fund
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation and expenses of Trustees of the Trust who are not members of the
Adviser's organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
3. COMPENSATION OF ADMINISTRATOR. The Board of Trustees of the Trust have
currently determined that, based on the current level of compensation payable to
BMR by a Portfolio or a Fund, as the case may be, under present Investment
Advisory Agreements with BMR, the Administrator shall receive no compensation
from the Trust or a Fund in respect of the services to be rendered and the
facilities to be provided by the Administrator under this Agreement. If the
Trustees determine that the Trust or a Fund should compensate the Administrator
for such services and facilities, such compensation shall be set forth in a new
agreement or in an amendment to this Agreement to be entered into by the parties
hereto.
4. OTHER INTERESTS. It is understood that Trustees and officers of the
Trust and shareholders of a Fund are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in a Fund, and that the Administrator may
be or become interested in a Fund as shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
which may include the words "▇▇▇▇▇ ▇▇▇▇▇" or any combination thereof as part of
their name, and that the Administrator or its subsidiaries or affiliates may
enter into advisory or management or administration agreements or other
contracts or relationships with such other companies or entities.
5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The services of the
Administrator to the Trust and a Fund are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Trust or a Fund or to any shareholder of a Fund for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
which may be sustained in the acquisition, holding or disposition of any
security or other investment.
6. SUB-ADMINISTRATORS. The Administrator may employ one or more
sub-administrators from time to time to perform such of the acts and services of
the Administrator and upon such terms and conditions as may be agreed upon
between the Administrator and such sub-administrators and approved by the
Trustees of the Trust.
-2-
7. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including March 31,
2003 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after March 31, 2003 is specifically approved
at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Administrator or the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of Trustees of the Trust or the trustee of the Administrator,
as the case may be, and the Trust may, at any time upon such written notice to
the Administrator, terminate this Agreement by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate
automatically in the event of its assignment.
8. AMENDMENTS OF THE AGREEMENT. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Administrator or the
Trust, and (ii) by vote of the Board of Trustees of the Trust. Additional series
of the Trust, however, will become a Fund hereunder upon approval by the
Trustees of the Trust and amendment of Schedule A.
9. LIMITATION OF LIABILITY. A Fund shall not be responsible for the
obligations of any other series of the Trust. The Administrator expressly
acknowledges the provision in the Declaration of Trust of the Trust limiting the
personal liability of shareholders of a Fund and of the officers and Trustees of
the Trust, and the Administrator hereby agrees that it shall have recourse to
the Trust or a Fund for payment of claims or obligations as between the Trust or
a Fund and the Administrator arising out of this Agreement and shall not seek
satisfaction from the shareholders or any shareholder of a Fund or from the
officers or Trustees of the Trust.
10. USE OF THE NAME "▇▇▇▇▇ ▇▇▇▇▇." The Administrator hereby consents to the
use by a Fund of the name "▇▇▇▇▇ ▇▇▇▇▇" as part of a Fund's name; provided,
however, that such consent shall be conditioned upon the employment of the
Administrator or one of its affiliates as the administrator of the Fund. The
name "▇▇▇▇▇ ▇▇▇▇▇" or any variation thereof may be used from time to time in
other connections and for other purposes by the Administrator and its affiliates
and other investment companies that have obtained consent to the use of the name
"▇▇▇▇▇ ▇▇▇▇▇." The Administrator shall have the right to require the Fund to
cease using the name "▇▇▇▇▇ ▇▇▇▇▇" as part of the Fund's name if the Fund
ceases, for any reason, to employ the Administrator or one of its affiliates as
the Fund's administrator. Future names adopted by a Fund for itself, insofar as
such names include identifying words requiring the consent of the Administrator,
shall be the property of the Administrator and shall be subject to the same
terms and conditions.
11. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of a Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of a
Fund are present or represented by proxy at the meeting, or (b) more than 50 per
centum of the outstanding shares of a Fund.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇ GROWTH TRUST ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ -----------------------------------
President Vice President and not individually
-4-
SCHEDULE A
▇▇▇▇▇ ▇▇▇▇▇ Growth Trust
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
Effective December 10, 2001
▇▇▇▇▇ ▇▇▇▇▇ Growth Fund
Atlanta Capital Intermediate Bond Fund
Atlanta Capital Large-Cap Growth Fund
Atlanta Capital Small-Cap Fund
