Exhibit (h)
ADMINISTRATOR AGREEMENT
between IOWA PUBLIC AGENCY INVESTMENT TRUST
and INVESTORS MANAGEMENT GROUP, LTD.
January 1, 2004 - December 31, 2006
ADMINISTRATOR AGREEMENT
This Agreement is made by and between the Iowa Public Agency Investment
Trust, an Iowa common law trust formed pursuant to Iowa Code chapter 28E and
sections 331.555 and 384.21 (the "Trust"), Investors Management Group, Ltd., an
Iowa Corporation (the "Administrator") as follows:
WHEREAS, the Trust was established in Iowa by a Joint Powers Agreement
and Declaration of Trust dated as of October 1, 1987; and
WHEREAS, the beneficial interest of the Participants under the Joint
Powers Agreement and Declaration of Trust in the property of each series of the
Trust is divided into Units (the "Units"); and
WHEREAS, the Trust offers a Fixed Term Automated Investment Program; and
WHEREAS, pursuant to a Custodian Agreement, dated January 1, 2004 (the
"Custodian Agreement"), ▇▇▇▇▇ Fargo Bank Iowa, N.A., is custodian (the
"Custodian") to the Trust, and
WHEREAS, pursuant to an Advisor Agreement dated January 1, 2004 (the
"Advisor Agreement"), Investors Management Group, Ltd. is advisor (the
"Advisor") to the Trust; and
WHEREAS, the Trust desires to avail itself of the experience, resources,
advice, and assistance of the Administrator and to have the Administrator
undertake the duties and responsibilities hereinafter set forth, on behalf of
the Trustees of the Trust, as provided herein; and
WHEREAS, the Administrator is willing to undertake to render such
services, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants hereinafter set forth, and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I. DELIVERY OF DOCUMENTS
Section 1.1. Documents Delivered. The Trust has delivered to the
Administrator properly certified or authenticated copies of each of the
following documents presently in effect and will deliver to them all future
amendments and supplements thereto, if any:
A. Amended Joint Powers Agreement and Declaration of Trust, dated
as of October 1, 1987, as amended August 1, 1988 and May 1, 1993 (the
"Declaration");
B. Restated Bylaws of the Trust (the "Bylaws");
C. Certified resolutions of the Trustees of the Trust authorizing
the appointment of Investors Management Group, Ltd., as Administrator of
the Trust and approving the form of this Agreement;
D. Information Statement of the Trust ("Information Statement");
E. A Certificate of the Secretary of the Trust setting forth the
names and specimen signatures of the individuals authorized to act on
behalf of the Trust in connection with matters arising hereunder as
Authorized Officers.
F. A copy of the Custodian Agreement dated January 1, 2004.
G. A copy of the Advisor Agreement dated January 1, 2004.
H. A copy of the Administrator Agreement dated January 1, 2004.
ARTICLE II. APPOINTMENT, DUTIES AND COMPENSATION.
Section 2.1. Appointment of Administrator. The Trust hereby appoints
Investors Management Group, Ltd. Administrator of the Trust on the terms and for
the period set forth in this Agreement, and Investors Management Group, Ltd.,
hereby accepts such appointment and agrees to perform the services and duties
set forth in this Article 2 for the compensation provided in Section 2.15
hereof.
Section 2.2. Services and Duties. The Administrator shall:
A. Supervise all aspects of the Trust*s operations, other than those
operations which are to be managed by the Trust*s Advisor pursuant to the
Advisor Agreement between the Trust and the Advisor or by the Trust*s Custodian
pursuant to the Custodian Agreement between the Trust and the Custodian as such
agreements are now in effect and as the same may hereafter be amended from time
to time;
B. Act and operate the Trust in conformity with the Declaration, Bylaws,
and the Information Statement of the Trust, with the instructions and directions
of the Trustees, and all applicable federal and state laws, rules and
regulations, including, but not limited to, the Investment Company Act of 1940
and all rules and regulations promulgated thereunder;
C. Prepare the Information Statement and such other documents as may be
used by the Trust in connection with seeking and obtaining additional
Participants;
D. Furnish the Trust, at the sole expense of the Administrator, with the
services of such persons competent to perform such administrative and clerical
functions as maybe necessary from time to time in order to provide effective
administration of the Trust and maintain or provide for the maintenance of such
accounts, books and records as are required by the Declaration, Bylaws, the
current Information Statement, and as requested by the Trustees of the Trust;
E. Provide necessary data for the preparation by the Trust of any and
all required tax returns of the Trust;
F. Prepare monthly statements to the Trust*s Participants;
G. Prepare periodic updates of the Information Statement;
H. Maintain accounts and records for the Trustees as required by the
Declaration of Trust;
I. Determine the per-Unit net asset value of each Participant*s account
in the Trust as required by the Declaration of Trust and in accordance with
generally accepted money market fund accounting standards, and provide reports
as required by this Agreement;
J. Provide written confirmation of each investment and withdrawal of
moneys as directed by a Participant, and of each sale or purchase of a fixed
term security;
K. Hold itself available, receive, and process, on behalf of the Trust,
applications and registrations from entities desiring to become Participants of
the Trust;
L. Service all Participant accounts in the Trust by, inter alia,
answering inquiries during normal business hours from Participants concerning
the status of their respective accounts in the Trust and the Trust*s investment
program;
M. Advise the Trustees regarding the methods of seeking and obtaining
additional Participants of the Trust;
N. At least once each quarter, provide the Trustees with a detailed
evaluation of the performance of the Trust based upon such factors as the
Administrator shall deem appropriate in light of its knowledge and experience.
O. Provide and maintain the computerized recordkeeping system (i.e.,
IPAS Software) for use in facilitating Participant investments and withdrawals
into and out of the appropriate Participant account of the Trust.
P. Provide daily rate information for each portfolio and Fixed Term
Automated investment alternatives for distribution to Participants.
Q. Prepare, provide and maintain all records of the Trust, including all
meetings of the Trustees or the sponsoring associations, including agendas and
minutes, in accordance with state and federal laws and policies of the Trust.
R. The Administrator will serve as the primary contact for Participant
interaction with the Trust and will facilitate all investment transactions and
related money movement services. The Administrator agrees to maintain a minimum
of two program representatives available to assist Participants and to maintain
a multi-line, audio recorded 1-800 toll free telephone service for the exclusive
use by Participants.
1. The Administrator shall perform the following administrative service
in its capacity as primary contact for Participants:
a. Assist with the opening of new Participant accounts including
verification that each Participant is eligible to be a member of
the Trust and to participate in Trust programs and that required
opening procedures have been followed.
b. Take telephonic, electronic, oral and/or written investment
orders from authorized representatives of the Participants,
including verification that each authorized representative is
properly documented in accordance with Trust procedures. All
telephonic investment instructions shall be audio recorded.
c. Enter all investment transactions for proper recordation and
credit into the web-based participant recordkeeping system
("IPAS Software").
d. Receive and respond to all electronic, written or telephonic
inquiries received by the Administrator on behalf of the Trust
including quotation of investment rates, verification of account
balances, audit verification responses, transaction history or
other aspects relating to the Trust or the Participant's
accounts.
e. Facilitate and process all movement of moneys between the Trust
and the Participant's account at the Participant's local
financial institution. Money movement methods shall include
automated clearing house (ACH), Federal Reserve Bank Wire
(wire), or check. Such money movement methods established by the
Administrator shall require that all Trust or Participant funds
be moved only within a "closed system" between the Participant's
preauthorized local account and their Trust account. The
Administrator shall assure that no Participant disbursements are
made to persons or locations outside this preauthorized "closed
system". The cost of money movement shall be borne by the
Administrator under the terms of this Agreement.
f. Utilizing standard banking and trust procedures, assure that all
moneys received from or on behalf of Participants are fully
collected and available to the Trust prior to crediting such
moneys to the Participant's account or investing such moneys in
Trust investment securities.
g. Independently verify and reconcile daily with the Advisor, by
information provided through the IPAS System, all Participant
transactions made, and provide notification to the Custodian of
the total amount of funds to be deposited or withdrawn from the
Custody account/s representing such Participant transactions.
The Administrator shall have sole authority to direct the
withdrawal of funds from the Custody Account/s, with the
exception of the Trust having such authority by giving written
instruction to the Custodian pursuant to Section 3.2(d) of the
Custodian Agreement.
h. Receive and verify on behalf of the Trust all withdrawal
requests representing authorized payment of fees and expenses of
the Trust, and direct such payment from the appropriate Trust
custody account/s in accordance with authorizations given by the
Trust.
i. There shall be established by the Trust an internal control
structure to assure compliance with the Declaration of Trust,
the Agreements, Trust policies and procedures, and applicable
laws and rules. In conjunction with the Trust appointed legal
counsel and public accounting firm, provide support and
assistance with audits and reviews as required by the Trust.
Section 2.3. Credit of Deposits. Upon receiving an investment
request by or on behalf of a Participant, the Administrator
shall enter the transaction into the IPAS Software for
recordation and proper credit to be given to the Participant by
the Advisor including credit for Trust Units or individual
securities purchased through the Fixed Term Automated Investment
Program. The Administrator shall facilitate the movement of
money related to all investment transactions and shall, upon
giving notice to the Custodian, credit such money to the
appropriate account of the Trust. An investment request made by
a Participant in the form of a telephonic or electronic
authorization shall be deemed to constitute the presentation of
an investment request. The Administrator shall forward a
transaction confirmation evidencing each investment and a
monthly account summary evidencing all investments within a
month for each Participant account.
Section 2.4. Redemption and Payment of Units. Upon receiving a
withdrawal request by or on behalf of a Participant for the redemption of Trust
units or the sale of securities held through the Fixed Term Automated Investment
Program, the Administrator shall enter the transaction into the IPAS Software
for recordation and for the proper redemption of Trust units or sales of Fixed
Term Securities by the Advisor. The Advisor shall advise the Administrator of
the amount to be withdrawn from the appropriate account held by the Custodian
for the Units to be redeemed or the amount to be withdrawn for investments
redeemed or sold pursuant to the Fixed Term Automated Investment Program. A
withdrawal request made by a Participant in the form of a telephonic or
electronic authorization shall be deemed to constitute the presentation of a
withdrawal request. Upon processing a withdrawal request, the Administrator
shall, upon first giving notice to the Custodian, make payment of the requested
amount to the applicable Participant by facilitating the movement of money to
the Participant's account at its local financial institution out of the moneys
held in the applicable Trust portfolio account or Fixed Term Securities account;
provided however, that if the amount being withdrawn by a Participant exceeds
the amount in the Participant's account, payment shall not be made in whole or
in part. The Administrator shall forward a transaction confirmation evidencing
each withdrawal and a monthly account summary evidencing all withdrawals within
a month for each Participant account.
Section 2.5. Suspension of Redemptions. The Administrator shall not
honor any requests for redemption during any period with respect to which the
right of withdrawals and redemptions by Participants have suspended temporarily
pursuant to the terms of the Declaration.
Section 2.6. Determination and Reporting of Fixed Term Automated
Investment Yields. Written confirmations of investments issued and mailed to
Participants will include a complete description of the instrument, including
the par amount, the interest or coupon rate of the instrument and its maturity
date. The actual purchase price will be shown including the premium or discount
paid, the amount of accrued interest, if any (which will be recovered on the
next interest payment date), and the yield on the instrument (calculated as
described in the Information Statement, net of all expenses).
Yields quoted on investments are the net return to the Participant after
deducting annual expenses. In the event an investment is sold or redeemed prior
to maturity the return will be reduced by the amount of any unamortized
expenses.
Because market rates on longer-term investments fluctuate daily, rates
quoted by the Administrator may change during the course of the day. However, no
transactions will be consummated at a rate more than one quarter of a percent
below the quoted rate without the transaction first being reconfirmed with the
Participant.
Section 2.7 Daily Valuations. The Administrator shall value the
investment portfolio of each series once each day, as of the close of the New
York Stock Exchange (currently 3:00 p.m. Des Moines time). Valuations will be
made on an amortized cash basis. Except for Federal holidays and other holidays
that are officially observed by commercial banks in Iowa, the Trust is required
to compute the net asset value of each series on each day the New York Stock
Exchange is open for trading or during which there is a sufficient degree of
trading in its portfolio securities that its net asset value may be materially
affected. Valuations shall be recorded by the Administrator. Reports shall be
confirmed in writing, at the end of each month.
Section 2.8. Weekly Valuations. The Administrator shall value the
investment portfolio of the Trust on a market value basis once each week on
Wednesday (or, if Wednesday is a Federal holiday or a holiday officially
observed by commercial banks in Iowa, on the next succeeding non-holiday
business day) by 3:00 p.m. Des Moines time. The market value shall be as of the
close of business on Wednesday; provided, however, that if such Wednesday was a
Federal holiday or a holiday officially observed by commercial banks in Iowa,
the valuation shall be performed as of the preceding non-holiday business day.
Such value shall be recorded and shall be confirmed in writing at the end of
each month.
Section 2.9. Asset Valuation and Monitoring Compliance. 1. The Advisor
shall monitor the deviation between valuing the portfolio securities using the
amortized cost method and using market values by
a) Determining as frequently as necessary, but no less frequently
than once a month, the percentage change in interest rates which
could occur without the net asset value per share being impacted
by more than 1/2 of 1 percent;
b) Reviewing the change in interest rates daily; and
c) Verifying at least monthly the accuracy of the method used to
monitor daily the deviation by valuing the assets at market
using either:
1. Actual quotations, or
2. Calculations of market values done by an independent
broker or pricing service based upon yield data derived
from market quotations for sufficient numbers and types
of instruments to be a representative sample of each
class of instrument held by the Fund, both in terms of
the types of instruments, as well as the differing
quality of the instruments.
Section 2.10. Monthly Reports. The Administrator shall prepare and
furnish to the Trustees no later than the fifteenth (15th) Iowa banking day of
each month: (I) a list of the Trust assets of each series as of the last day of
the preceding month, (ii) a list of all outstanding Fixed Term Automated
Investment Program investments, and (iii) the confirmation of the daily and
weekly valuations of each series of the investment portfolio of the Trust.
Section 2.11. Reports to Trustees
1. The Administrator shall report promptly to the Trustees:
a. A change in interest rates or any other factor which causes the
deviation to become $.997 or $1.003 and a recommendation as to
the steps to be followed to avoid any change in net asset value.
b. A rating down grade from a rating service being used by the
Advisor on a security owned by the Fund with information
necessary to reassess whether the security presents minimal
credit risks and a recommendation of the action it believes is
in the best interest of the Fund and its shareholders.
c. Whenever the Administrator becomes aware any rating service has
rated a security owned by the Fund below its second highest
rating with information necessary to reassess whether the
security presents minimal credit risks and a recommendation of
the action it believes is in the best interest of the Fund and
its shareholders or advise the Fund the security has been sold
within five business days of the Administrator becoming aware of
the new rating.
d. Any security owned by the Fund which defaults, has ceased to be
an Eligible Security, or presents more than a minimal credit
risk with information necessary to determine whether, in the
best interest of the Fund, to dispose of the security or to
advise the Board that the security has been disposed of in an
orderly fashion.
2. The Administrator shall report on each Fund as promptly as possible
following the end of each quarter the result of the verifications of the daily
monitoring, the method or independent source used to value assets at market, and
the range of deviations during the quarter.
3. The Administrator shall report on each Fund annually that the written
procedures have been followed, that they continue to be appropriate, that all
systems used to compute net asset values and monitor deviation have been tested
during the year and provide information in a manner consistent with the
requirements of the written procedures and in conformity with the provisions of
Rule 2a7.
4. The Administrator will present the following information at each
quarterly meeting of the Board of Trustees: a. Current financial condition and
changes since last meeting. b. Current Portfolio and Approval of Investments
since last meeting. c. Review 12b-1 Expenditures.
d. A statement of the Trust*s transactions during the preceding
month for each series.
Section 2.12. Record Keeping.
1. The Administrator shall maintain current information evidencing an
evaluation of the creditworthiness of the issue for all securities owned by the
Funds.
2. The Administrator shall maintain a record for a period of six years
evidencing the evaluation of the creditworthiness of the issuer of any security
that was a subject of a report to the Board.
3. The Administrator may maintain all records in a manner most
convenient to it.
Section 2.13. Filing of Forms with Secretary.
1. File Form NSAR with SEC by March 1 and August 29 in each year.
2. File Post-Effective Amendment to Form -1 Registration Statement with
SEC by October 29 in each year.
Section 2.14. Technology.
1. Definitions
a. "IPAIT Data" means Trust participant names and account-related
information.
b. "IPAIT Content" means all materials provided by Administrator
hereunder, including but not limited to text, graphics, or
materials generated in any form or media.
c. "IPAIT Site" means the Universal Resource Locator ▇▇▇.▇▇▇▇▇.▇▇▇.
d. "IPAS Software" means web-based participant record-keeping
system under the domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.
e. "Work" means the work performed under this section 2.14.
2. Web ▇▇▇▇-▇▇▇.▇▇▇▇▇.▇▇▇
a. Administrator shall post IPAIT Content and maintain and modify
the IPAIT Site or other Work as otherwise mutually agreed to in
writing by the parties. All Work performed shall be done within
a mutually agreeable time frame.
b. Trust shall own the IPAIT Site and Administrator shall register
or renew the Trust's Site with all appropriate agencies in
IPAIT's name. Administrator shall renew the registration of the
IPAIT Site as required, shall act as the Administrative,
Technical, Zone and Billing Contact when registering or renewing
the IPAIT Site, and provide annually to Trust proof of
registration or renewal of the IPAIT Site. Upon termination or
expiration of this Agreement, Administrator shall also notify
all URL agencies of the successor Administrative, Technical,
Zone and Billing Contact when registering or renewing the IPAIT
Site and shall provide written evidence of such notification to
Trust prior to the date this Agreement terminates or expires.
c. Unless otherwise specified in this Agreement, all graphics and
other visuals designed for Trust, content written for Trust, and
all intellectual property rights therein shall be deemed to be
the sole and exclusive property of Trust and shall be deemed to
be a "work made for hire" and made in the course of the services
rendered under this Agreement. To the extent that any title to
any such content, graphics and other visuals may not, by
operation of law, vest in Trust or such works may not be
considered works made for hire, all right, title and interest
therein shall be irrevocably assigned to Trust. All such
content, graphics and other visuals shall belong exclusively to
Trust with Trust having the right to obtain and to hold in its
name copyrights, registrations or such other protection as may
be appropriate to the subject matter, any extensions and
renewals. Although registering of any copyrights or other
intellectual property rights shall be the sole responsibility of
Trust, Administrator agrees to provide reasonable assistance and
cooperation to Trust to acquire, transfer, maintain, perfect,
and enforce the intellectual property rights in the content,
graphics and other visuals, including but not limited to
execution of assignment of ownership or other documents as may
be reasonably required by Trust.
d. Administrator shall provide to Trust all source codes for any
programming or Work performed under Section 2.14(2), if any. e.
Administrator shall be responsible for obtaining any rights,
licenses, clearances, releases, or other permissions necessary
to place IPAIT Content on the IPAIT Site.
f. Trust shall be responsible for obtaining any rights, licenses,
clearances, releases, or other permissions necessary to place
content written by Trust on the IPAIT Site.
g. Trust shall own all IPAIT Data and Administrator shall provide
all necessary assistance to Trust or third parties authorized by
Trust to allow IPAIT access to use or transfer of the IPAIT
Data.
3. IPAS ▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇
a. For a period of three (3) years after a termination of this
Agreement or change in relationship between Trust and
Administrator ("Time Period"), such that Administrator no longer
provides administrative services to Trust through the IPAS
Software, Administrator grants Trust a license to use the IPAS
Software and all related materials and products developed or
prepared for Trust and Administrator shall allow Trust access to
and use of all source code(s) for the IPAS Software and IPAIT
Data for the sole purpose of providing administrative services
to Trust participants during the Time Period.
b. During the Time Period, Trust shall pay Administrator a license
fee of $1,000 per month. Trust may terminate the license and the
license fee during the Time Period by providing a thirty (30)
day written notice to Administrator.
c. At the commencement of the Time Period, Administrator shall, at
no additional cost, provide all necessary assistance to Trust
and third parties authorized by Trust to transfer IPAIT Data to
a location designated by Trust. Any costs associated with
conversion or transfer of IPAIT Data shall be the sole
responsibility of Trust.
4. Warranties and Representations
a. Administrator represents and warrants that it is the owner of or
otherwise has the right to use, distribute, and license or
sublicense all materials and methodologies used in connection
with providing the services and products which are the subject
of this Section 2.2(N), that such materials and methodologies
(other than information or materials supplied by Trust and
accurately reproduced in the Work) shall not infringe any
copyright or other proprietary right of a third party, and that
Administrator will comply with all applicable laws and
regulations in performance of its obligations hereunder.
Administrator represents and warrants that (1) the Work to be
performed and services to be provided by it under this Section
2.14 will be rendered using sound, professional practices and in
a competent and professional manner by knowledgeable, trained
and qualified personnel; (2) the Work will be configured using
commercially reasonable technical specifications; (3) the Work
will operate in conformance with the terms of this Section 2.14;
(4) the Work to be performed by it under this Section 2.14 will
not violate any law, statute, ordinance or regulation (including
without limitation the laws and regulations governing export
control, unfair competition, anti-discrimination or false
advertising; (5) the Work to be performed by it under this
Section 2.14 will not be defamatory, trade libelous, unlawfully
threatening or unlawfully harassing; (6) the Work to be
performed by it under this Section 2.14 will not be obscene,
child pornographic, or indecent; and (7) the Work to be
performed by it under this Section 2.14 will be free of any
software disabling devices, internal controls, or computer
programming routines that are intended to damage, detrimentally
interfere with, surreptitiously intercept or expropriate any
system, data or personal information.
b. Administrator agrees to defend at its own cost and expense any
claim or action against Trust, its subsidiaries and/or
affiliated companies, for actual or alleged infringement of any
patent, copyright or other property right (including, but not
limited to, misappropriation of trade secrets) based on any Work
furnished to Trust by Administrator under this Section 2.14 or
the use thereof by Trust.
Section 2.15. Compensation. For the services to be rendered and the
obligations assumed by the Administrator pursuant to this Agreement, the Trust
will pay to the Administrator as full compensation a fee as provided in
attachment Exhibit A. The Administrator shall pay all expenses associated with
the performance of this Agreement.
ARTICLE III. EXPENSES
Section 3.1. Expenses Paid by Administrator. The Administrator shall pay
the following expenses, in addition to the expenses to be paid by it pursuant to
Article 2 above:
A. Employment of a minimum of two full-time service representatives,
including office space, supplies and incidental support necessary for the
performance of this Agreement.
B. Cost of administering the Administrator Agreement and participating
in the planning and organizational development and general support of the Trust
and its programs, including cost of Administrator's legal counsel.
C. Cost of providing Participant money movement, whether by Federal
Reserve Bank Wire, automated clearing house, or other bank transfer methods.
D. All expenses associated with the development, installation,
maintenance, updating and use of the IPAS Software. Section 3.2. Expenses Paid
by the Trust. All expenses of the Trust not allocated to the Administrator
pursuant to Section 3.1 hereof shall be paid by the Trust, including, but not
limited to the following:
(i) Interest and taxes, if any;
(ii) Brokerage commissions;
(iii) Compensation (if any) and expenses of Trustees;
(iv) Legal, audit and accounting expenses of the Trust;
(v) Fees and expenses of the Custodian and the Advisor;
(vi) Costs of appropriate insurance written by reputable
insurers for the Trust and its interests;
(vii) Expenses incidental to holding meetings of the Trustees
or its Participants;
(viii) Nonrecurring expenses as may arise, including litigation
affecting the Trust and the legal obligations which the
Trust may have to indemnify its officers and Trustees
with respect thereto; and
(ix) Trust operations expenses incurred directly by the Trust
and authorized by the Trustees.
ARTICLE IV. LIMITATIONS OF LIABILITY
Section 4.1. Trust*s Liability Limitation. The Trust has been created
pursuant to the Declaration, a copy of which has been delivered to the
Administrator. Reference is hereby made to Article V of such Declaration which
contains certain provisions limiting the liability of the Trustees,
Participants, officers, employees and agents of the Trust. The obligations of
the Trust created hereunder are not personally binding upon, nor shall resort be
had to the property of, any of the Trustees, Participants, officers, employees
or agents of the Trust, and only that portion of the Trust Property necessary to
satisfy the obligations of the Trust arising hereunder shall be bound or
affected by the operation of this Agreement. When dealing with third parties on
behalf of the Trust, the Administrator shall include such recitals in written
documents as may be reasonably requested by the Trust pursuant to the provisions
of the Declaration regarding the limitation of liabilities of the Trustees,
Participants, officers, employees and agents of the Trust to the third parties.
Section 4.2. Indemnification. The Administrator will indemnify, hold
harmless, and protect the Trust against any damages, claims, liability, and
costs, including attorneys' fees, proximately caused by the Administrator's
negligent error or omission in the performance of any professional services
within the responsibility of the Administrator or to any breach of duty or
obligation assumed by or required by the Administrator under the terms of this
Agreement.
Section 4.3. Administrator's Liability Limitation. The Administrator
assumes only those duties and obligations expressly identified herein. It
specifically assumes no responsibility for the management, investment or
reinvestment of the assets of the Trust. The responsibility for the proper and
timely management, investment and reinvestment of those assets shall be that of
the Trust and the Advisor.
The Administrator shall not be liable for any action taken or neglected
to be taken by it in good faith in the exercise of reasonable care and believed
by it to be within the discretion or power conferred upon it by this agreement,
nor shall the Administrator be responsible for the consequences of any error of
judgment unless negligent or lacking in good faith; and the Administrator shall
not be answerable except for its own action, neglect or default, nor for any
loss unless the same shall have been through the negligence or want of good
faith by the Administrator. To the extent authorized by law, the Trust will
indemnify the Administrator for, and hold it harmless against, any liability
incurred by the Administrator for which it is not answerable pursuant to this
paragraph including costs and expenses incurred (including attorneys fees) as a
result of any claim of liability.
ARTICLE V. INSURANCE REQUIREMENTS
5.1 The Administrator shall purchase and maintain such insurance as will
protect the Administrator from Claims set forth below which may arise out of or
result from the Administrator's operations under this Agreement, whether such
operations be by the Administrator or by any sub-contractor or by anyone
directly or indirectly employed by and of them, or by anyone for whose acts any
of them may be liable:
A. Claims under Workers' Compensation, disability benefit, and other
similar employee benefit acts.
B. Claims for damages because of bodily injury, occupational sickness or
disease, or death of the Administrator's employee.
C. Claims for damages because of bodily injury, sickness or disease, or
death of any person other than Administrator's employee.
5.2 The insurance to be maintained by Administrator shall be written as
follows:
A. Workers' Compensation and Employers Liability Insurance as prescribed
by Iowa law minimum limits shown below covering Employers Liability:
o Bodily Injury by accident $500,000 each accident
o Bodily Injury by disease $500,000 each accident
o Bodily Injury by disease $500,000 policy limit
B. Commercial General Liability Insurance Combined Single Limits shown
below covering Bodily Injury, Property Damage and Personal Injury:
o General Aggregate Limit $2,000,000
o Products-Completed Operations Aggregate Limit $2,000,000
o Personal and Advertising Injury Limit $1,000,000
o Each Occurrence Limit $1,000,000
o Fire Damage Limit (for any one fire) $ 50,000
o Medical Damage Limit (any one person) $ 5,000
C. Automobile Liability insurance, covering all owned, non-owned, hired
and leased vehicles with a minimum combined single limit for Bodily Injury and
Property Damage of $1,000,000 per accident. Insurance must include Contractual
Liability.
D. Bankers Professional Liability Insurance covering activities of this
Agreement.
o Limit: Minimum of $5,000,000 each claim
o $5,000,000 aggregate
Retention per loss: Please state.
This insurance must include the following features.
1. Coverage for all premises and operations. The
policy shall be endorsed to provide the
Aggregate Per Project Endorsement.
2. Personal and Advertising Injury.
3. Operations by independent service providers.
4. Contractual Liability coverage.
5. Coverage for property damage underground or
damage by explosion or collapse (XCU).
6. Umbrella/Excess Insurance - At Administrator's
option, the limits specified in the contract may
be satisfied with a combination of primary and
Umbrella/Excess Insurance.
7. Additional Insured - The Administrator will
include the Trust as additional insured on all
policies except Worker's Compensation as
respects all work performed under this
Agreement.
8. Insurance Certificates - Each policy noted above
shall be issued by an insurance company
authorized to write such insurance in the State
of Iowa and shall be reasonably acceptable to
the Trust. These insurance policies shall not be
cancelled without at least 10 days prior written
notice to the Trust. A properly executed
Certificate of Insurance showing evidence of
these insurance requirements shall be delivered
to the Trust prior to the commencement of work.
E. Subrogation. To the extent that such insurance is in force and
collectible and to the extent permitted by law, the Trust and Administrator each
hereby releases and waives all right of recovery against the other or anyone
claiming through or under each of them by way of subrogation or otherwise. The
foregoing release and waiver shall apply to damage to Administrator's equipment,
tools, and other personal property as well as automobiles. A Waiver of
Subrogation is also required as respects the Administrator's Workers
Compensation insurance.
ARTICLE VI. DURATION AND TERMINATION
Section 6.1. Term of Agreement. This Agreement, unless sooner terminated
as provided in Section 5.2 or 5.3 hereof, shall continue until midnight,
December 31, 2006.
Section 6.2. Early Termination. Notwithstanding the provisions of the
preceding Section 5.1, this Agreement may be terminated at any time by either
party, without the payment of any penalty by either party upon sixty (60) days
written notice.
Section 6.3. Termination on Assignment, This Agreement automatically and
immediately terminates without notice or penalty in the event of its assignment
by any party hereto without the giving of prior written consent to such
assignment.
ARTICLE VII. CONSULTATION AND RELIANCE
Section 7.1. Consultation with Counsel. The Administrator may consult
with reputable and experienced legal counsel (who may be counsel to the Trust)
concerning any question that may arise with reference to its duties under this
Agreement, and the opinion of such counsel is full and complete protection in
respect of any action taken or omitted by the Administrator in good faith and in
accordance with such opinion.
Section 7.2. Reliance on Certificates. The Administrator is not liable
and is fully protected in relying upon any notice, instrument, direction or
other communication that the Administrator reasonably believes (based on the
most recent certificate of the Secretary of the Trust that has been received by
the Administrator) to have been given by an individual authorized to act on
behalf of the Trust.
ARTICLE VIII. MISCELLANEOUS
Section 8.1. Amendments. This Agreement shall not be modified or amended
without the consent of each party hereto, which consent must be evidenced by an
instrument in writing executed by each party hereto, or by their respective
successors or permitted assigns.
Section 8.2. Captions. The captions in this Agreement are included for
convenience of reference only and shall in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
Section 8.3. Severability. If any provision of this Agreement shall be
held invalid under any applicable statute or regulation or by a decision of a
court of competent jurisdiction, this invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and, to this end, the provisions are severable.
Section 8.4. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
Section 8.5. Notices. Notices or consents of any kind required or
permitted under this Agreement shall be in writing and shall be deemed duly
delivered if delivered in person or if mailed by certified mail, return receipt
requested, or telegraph, postage prepaid, to the appropriate party as follows:
If to the Trust:
Iowa Public Agency Investment Trust
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If to the Administrator:
Investors Management Group, Ltd.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
If to the Custodian:
▇▇▇▇▇ Fargo Bank Iowa, N.A.
Investment Management and Trust Department
▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President Custody Services
or at such other address or to the attention of such other individual specified
by written notice.
Section 8.6. Entire Agreement. This Agreement, and the documents
delivered pursuant to Section 1.1 constitute the entire agreement between the
parties.
Section 8.7. Applicable Law. This Agreement shall be deemed to have been
executed in the State of Iowa, and the laws of the State of Iowa govern the
construction of this Agreement and the rights and remedies of the respective
parties hereto.
Section 8.8. Enforcement and Waiver. Each party has the right at all
times to enforce the provisions of this Agreement in strict accordance with the
terms, notwithstanding any conduct or custom on the part of such party in
refraining from so doing at any time or times. The failure to enforce its rights
under those provisions, strictly in accordance with the same, is not construed
as having created a custom in any way or manner contrary to the specific
provisions of this Agreement or as having in any way or manner modified or
waived the same. All rights and remedies of the respective parties are
cumulative and concurrent and the exercise of one right or remedy shall not be
deemed a waiver or release of any other right or remedy.
Section 8.9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
Section 8.10. Compliance with Laws, Rules and Regulations. Anything in
this Agreement to the contrary notwithstanding, the Administrator shall refrain
from any action which, in its reasonable judgment, or in the judgment of the
Trustees of which the Bank has written notice, would violate any law, rule or
regulation of any governmental body or agency having jurisdiction over the Trust
or its Participants or which would not be permitted by the Declaration.
Section 8.11. Opinions and Reports. The Administrator shall provide such
opinions and reports of legal counsel and certified public accountants as may be
requested regarding the Administrator Agreement and relationship with the Trust
and the adequacy and sufficiency of accounting, record keeping, and reporting
obligations pursuant to this Agreement.
Section 8.12. Effectiveness. This Agreement shall take effect January 1,
2004.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the 27th day of August, 2003.
IOWA PUBLIC AGENCY INVESTMENT TRUST
By /s/ ▇▇▇ ▇▇▇▇▇▇
----------------------------------------
▇▇▇ ▇▇▇▇▇▇ Chair
INVESTORS MANAGEMENT GROUP, LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
EXHIBIT A
The Administrator shall receive a program support and development fee
payable monthly and computed at an annual rate equal to .08% of the Trust's
average daily assets of the Diversified Portfolio and the DGO Portfolio.
The annual administrator fee shall be payable monthly and computed at an
annual rate equal to .140% of the Trust's average daily assets up to $150
million for that Portfolio.
If the Trust's average daily assets of the Diversified Portfolio or the
DGO Portfolio are greater than $150 million but less than $250 million, the fee
shall be .12% of the Trust's average daily assets for that amount in excess of
$150 million for that Portfolio.
If the Trust's average daily assets of the Diversified Portfolio or the
DGO Portfolio are greater than $250 million, the fee shall be .10% of the Trust
average daily assets for that amount in excess of $250 million for that
Portfolio.
The annual fee for operating the Fixed Term Automated Investment Program
will be 44.90% of the fee collected on securities purchased through the Fixed
Term Automated Investment Program in accordance with the schedule of fees
approved by the Trustees, the Administrator, the Advisor, and the Custodian.
Such fee will be paid by Participants from earnings on the amount invested
pursuant to the Fixed Term Automated Investment Program.
Subject, to the foregoing, the fee shall be computed daily and paid
monthly. The fee may be modified upon the mutual agreement of the parties to
this Agreement in writing.
AMENDMENT TO ADMINISTRATOR AGREEMENT
BETWEEN
IOWA PUBLIC AGENCY INVESTMENT TRUST
AND
INVESTORS MANAGEMENT GROUP, LTD.
The Amendment to the Administrator Agreement is made by and between the
Iowa Public Agency Investment Trust, an Iowa common law trust formed pursuant to
Iowa Code chapter 28E and sections 331.555 and 384.21 (the "Trust"), and
Investors Management Group, Ltd., an Iowa corporation (the "Administrator") as
follows:
WHEREAS, the Trust was established in Iowa by a Joint Powers Agreement
and Declaration of Trust dated as of October 1, 1987; and
WHEREAS, the beneficial interest of the Participants under the Joint
Powers Agreement and Declaration of Trust in the property of each series of the
Trust is divided into Units (the "Units"); and
WHEREAS pursuant to an Administrator Agreement, dated January 1, 2004
(the "Administrator Agreement"), Administrator is the Administrator for the
Trust; and
WHEREAS the Trust and Administrator mutually agree to amend the
Investment Administrator Agreement pursuant to Article VIII, Section 8.1 of the
Administrator Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants hereinafter set forth, and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree to revise
Exhibit A to the Administrator Agreement as follows:
1. Exhibit A shall hereby be amended to read as follows:
EXHIBIT A
The Administrator shall receive a program support and development fee
payable monthly and computed at an annual rate equal to .08% of the Trust's
average daily assets of the Diversified Portfolio or the DGO Portfolio.
The annual administrator fee shall be payable monthly and computed at an
annual rate equal to .13% of the Trust's average daily assets up to $100
million. If the Trust's average daily assets of the Diversified Portfolio or the
DGO Portfolio are greater than $100 million but less than $250 million, the fee
shall be .12% of the Trust's average daily assets for that amount in excess of
$100 million for that Portfolio. If the Trust's average daily assets of the
Diversified Portfolio or the DGO Portfolio are greater than $250 million, the
fee shall be .10% of the Trust's average daily assets for that amount in excess
of $250 million for that Portfolio.
The annual fee for operating the Fixed Term Automated Investment Program
will be 44.90% of the fee collected on securities purchased through the Fixed
Term Automated Investment Program in accordance with the schedule of fees
approved by the Trustees, the Administrator, the Administrator, and the
Custodian. Such fee will be paid by Participants from earnings on the amount
invested pursuant to the Fixed Term Automated Investment Program.
Subject to the foregoing, the fees shall be computed daily and paid
monthly.
The fee may be modified upon the mutual agreement of the parties to this
Agreement in writing.
2. This Amendment to the Administrator Agreement shall take effect November 1,
2005.
IN WITNESS WHEREOF, the parties hereby have hereby have caused this
instrument to be executed by their officers designated below as of the 26th day
of October, 2005.
IOWA PUBLIC AGENCY INVESTMENT TRUST INVESTORS MANAGEMENT GROUP, LTD.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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