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Exhibit (h)(ii)
ADMINISTRATION AGREEMENT
Agreement dated as of October 27, 1993 between State Street
Bank and Trust Company, a Massachusetts trust company (the "Bank") and WSIS
Series Trust (the "Trust").
WHEREAS, the Bank provides certain administrative and other
services to investment companies and others; and
WHEREAS, the Trust desires to retain the Bank to render
certain administrative and other services with respect to the Trust and the Bank
is willing to render such services on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT OF BANK
The Trust hereby appoints the Bank to act as administrator
with respect to the Trust for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The Bank
accepts such appointment and agrees to render the services stated herein and to
provide the office facilities and the personnel required by it to perform such
services. In connection with such appointment, the Trust will deliver to the
Bank copies of each of the following documents and will deliver to it all future
amendments and supplements, if any:
A. Certified copies of the Agreement and Declaration
of Trust as presently in effect and as amended from time to time;
B. The Trust's most recent registration statement on
Form N-1A as filed with, and declared effective by, the U.S. Securities and
Exchange Commission, and all amendments thereto;
C. Each resolution of the Board of Trustees of the Trust
authorizing the original issue of its shares;
D. Certified copies of the resolutions of the Trust's
Board of Trustees authorizing: (1) this Agreement, (2) certain officers and
trustees of the Trust to give instructions to the Bank pursuant to this
Agreement and (3) certain officers and employees of the Trust to sign checks and
pay expenses on behalf of the Trust, respectively;
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E. A copy of the Investment Advisor Agreement between the
Trust and Wertheim ▇▇▇▇▇▇▇▇▇ Investment Services, Inc. (the "Advisor");
F. A copy of the Custodian Agreement between the Trust and
its custodian;
G. A copy of the Transfer Agency and Registrar Agreement
between the Trust and its transfer agent; and
H. Such other certificates, documents or opinions which
the Bank may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
2. REPRESENTATION AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Trust that:
A. It is a Massachusetts trust company, duly organized and
existing in good standing under the laws of the Commonwealth of
Massachusetts;
B. It is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
C. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement; and
D. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. AUTHORIZED SHARES
The Trust certifies to the Bank that, as of the close of
business on the date of this Agreement, the Trust is authorized to issue an
unlimited number of shares of beneficial interest of each series listed on
Schedule A attached hereto.
4. ADMINISTRATION SERVICES
The Bank shall discharge the responsibilities set forth in
Schedule B hereof subject to the control of the Trust in accordance with
procedures established from time to time between the Trust and the Bank.
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The Bank and the Trust agree that all services provided
hereunder are subject to review and correction by the Trust's accountants and/or
legal counsel and the services provided by Bank shall not constitute the
practice of public accountancy or law.
5. SERVICES TO BE OBTAINED BY THE TRUST
The Trust shall provide for any of its own:
A. Organizational expenses;
B. Services of an independent accountant;
C. Services of outside legal and tax counsel (including
such counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company, and other
reports and materials prepared by the Bank under this Agreement);
D. Any services contracted for by the Trust directly
from parties other than the Bank;
E. Trading operations and brokerage fees, commissions
and transfer taxes in connection with the purchase and sale of securities for
the Trust;
F. Investment advisory services;
G. Taxes, insurance premiums and other fees and
expenses applicable to its operation;
H. Costs incidental to any meetings of shareholders
including, but not limited to, legal and accounting fees, proxy filing fees and
the preparation, printing and mailing of any proxy materials;
I. Administration of and costs incidental to
Trustees' meetings, including fees and expenses of Trustees;
J. The salary and expenses of any officer, trustee or
employee of the Trust;
K. Costs incidental to the preparation, printing and
distribution of the Trust's registration statements and any amendments thereto,
and shareholder reports;
L. All applicable registration fees and filing fees
required under the securities laws of the United States and state regulatory
authorities;
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M. Preparation and filing of the Trust's tax returns,
Form N-1A, Annual Report and Semi-Annual Report on Form N-SAR, and all notices,
registrations and amendments associated with applicable tax and securities laws
of the United States and state regulatory authorities; and
N. Fidelity bond and directors' and officers' liability
insurance.
6. FEES
The Bank shall receive from the Trust such compensation for
the Bank's services provided pursuant to this Agreement as may be agreed to from
time to time in a written fee schedule approved by the parties hereto and
initially set forth herein in Schedule C attached hereto. In addition, the Bank
shall be reimbursed by the Trust for the out-of-pocket costs incurred in
connection with this Agreement.
7. INSTRUCTIONS
At any time the Bank may apply to any officer or trustee of
the Trust for instructions and may consult with legal counsel for the Trust, or
its outside legal counsel (in which event such counsel shall be reasonably
satisfactory to the Trust), the outside counsel for the Trust or the auditors
for the Trust at the expense of the Trust (other than in the case of the Bank's
own legal counsel), with respect to any matter arising in connection with the
services to be performed by the Bank under this Agreement. The Bank shall not be
liable and shall be indemnified by the Trust for any action taken or omitted by
it in good faith in reliance upon such instructions or upon any paper or
document believed by it to be genuine and to have been signed by the proper
person or persons. The Bank shall not be held to have notice of any change of
authority of any person until receipt of written notice thereof from the Trust.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
a. The Bank shall be responsible for the performance of only
such duties as are set forth herein and shall have no responsibility for the
actions or activities of any other party including other service providers. The
Bank shall have no liability for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless solely caused by or
resulting from the negligence or willful misconduct of the Bank,
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its officers or employees. In any event, the Bank's liability shall be limited
to two and one half (2 1/2) times its total annual compensation earned and fees
paid during the preceding twelve months (or if this Agreement has been in effect
for less than twelve months, all fees paid during the period that this Agreement
has been in effect plus all fees payable for the remainder of the initial twelve
month period) for all services provided to the Trust under this Agreement, the
Custodian Contract and the Transfer Agency and Service Agreement for any
liability suffered by the Advisor or the Trust including, but not limited to,
any liability relating to qualification of the Trust as a regulated investment
company or any liability relating to the Trust's compliance with any federal or
state tax or securities statute, regulation or ruling.
b. The Trust shall indemnify and hold the Bank harmless from
all loss, cost, damage and expense, including reasonable expenses for counsel,
incurred by the Bank resulting from any claim, demand, action or suit in
connection with the Bank's acceptance of this Agreement, any action or omission
by it in the performance of its duties hereunder, or as a result of acting upon
any instructions reasonably believed by it to have been executed by a duly
authorized officer of the Advisor or of the Trust, provided that this
indemnification shall not apply to actions or omissions of the Bank, its
officers or employees to the extent resulting from the negligence or willful
misconduct of any of them.
c. The Trust will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
which might be the subject of the indemnification provided above. In the event
the Trust elects to assume the defense of any such suit and retain such counsel,
the Bank or any other person entitled to such indemnification, named as
defendant or defendants in the suit, may retain additional counsel but shall
bear the fees and expenses of such counsel unless the Trust shall have
specifically authorized the retaining of such counsel.
d. The indemnification contained herein shall survive the
termination of this Agreement.
e. This Section 8 shall not apply with respect to services
covered by the Custodian Agreement or the Transfer Agency and Registrar
Agreement.
9. CONFIDENTIALITY
The Bank agrees that, except as otherwise required by law, it
will keep confidential the terms of this Agreement, all
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records and information in its possession relating to the Trust or its
shareholders or shareholder accounts and will not disclose the same to any
person except at the request or with the written consent of the Trust.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
The Trust assumes full responsibility for complying with all
applicable requirements of the Investment Company Act, the Securities Act of
1933, the Securities Exchange Act of 1934, and the Internal Revenue Code of
1986, all as amended, and any laws, rules and regulations issued thereunder.
The Bank shall maintain and preserve for the periods
prescribed by the Trust or applicable law such records relating to the services
to be performed by the Bank under this Agreement as are required pursuant to the
Investment Company Act. All such records shall at all times remain the property
of the Trust, shall be readily accessible during normal business hours, and
shall be promptly surrendered upon the termination of the Agreement or otherwise
on written request. Records other than documentary records shall be surrendered
in usable machine-readable form.
11. STATUS OF THE BANK
The services of the Bank to the Trust are not to be deemed
exclusive, and the Bank shall be free to render similar services to others. The
Bank shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Trust from time to time, have no
authority to act or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
12. PRINTED MATTER
Neither party shall publish or circulate any printed matter
which contains any reference to the other party without such party's prior
written approval. The Trust may circulate such printed matter as refers in
accurate terms to the Bank's appointment hereunder provided that the Bank is
given a copy of such material prior to its first use.
13. TERM, AMENDMENT AND TERMINATION
This Agreement may be modified or amended from time to time by
mutual agreement between the parties hereto. The Agreement shall remain in
effect for a period of one year from the date the Trust first accepts money for
investment, and shall
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automatically continue in effect thereafter with respect to the Trust unless
terminated by a party at the end of such period or thereafter on sixty (60)
days' prior written notice. Upon termination of this Agreement, the Trust shall
pay to the Bank such compensation as may be due under the terms hereof as of the
date of such termination including reasonable out-of-pocket expenses associated
with such termination.
14. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to any party mentioned herein shall be sufficiently
given if addressed to such party and mailed postage prepaid or delivered to its
principal office.
15. NON-ASSIGNABILITY
This Agreement shall not be assigned by any of the parties
hereto without the prior consent in writing of the other parties.
16. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Trust and the Bank and their respective successors.
17. ENTIRE AGREEMENT
This Agreement (and any Compliance Manual and Trust Profile as
may be prepared by the Bank and accepted and agreed to by the Trust) contains
the entire understanding between the parties hereto and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing. This Agreement cannot be
modified or terminated except in accordance with its terms or by a writing
signed by all parties.
18. GOVERNING LAW
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
19. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
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A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Shareholders individually but are
binding only upon the assets and property of the Fund.
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WSIS SERIES TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President
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SCHEDULE A
TO
ADMINISTRATION AGREEMENT
TRUST
Wertheim Equity Value Fund
Wertheim Small Capitalization Value Fund
Wertheim High Yield Income Fund
Wertheim Investment Grade Income Fund
Wertheim Short-Term Investment Fund
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SCHEDULE B
TO
ADMINISTRATION AGREEMENT
Services Provided by the Bank:
(a) Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted
from time to time by the Board of Trustees;
(b) Oversee the maintenance by State Street Bank and Trust Company
of certain books and records of the Trust as required under
Rule 31a-1(b)(4) of the Investment Company Act of 1940;
(c) Prepare on a timely basis the Trust's federal, state and local
income tax returns for review by the Trust's independent
accountants and filing by the Trust treasurer;
(d) Review the appropriateness of and arrange for payment of the
Trust's expenses;
(e) Prepare on a timely basis for review and approval by officers
of the Trust financial information for the Trust's semi-annual
and annual reports, proxy statements and other communications
with shareholders required or otherwise to be sent to Trust
shareholders, and arrange for the printing and dissemination
of such reports and communications to shareholders;
(f) Prepare on a timely basis for review by an officer of and
counsel for the Trust the Trust's periodic financial report
required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and Form N-1A and such other
reports, forms or filings, as may be mutually agreed upon;
(g) Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon and not otherwise
appropriately prepared by the Trust's investment adviser,
custodian, counsel or auditors;
(h) Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board
may reasonably request or deems appropriate;
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(i) Make such reports and recommendations to the Board concerning
the performance and fees of the Trust's custodian and transfer
and dividend disbursing agent as the Board may reasonably
request or deems appropriate;
(j) Oversee and review calculations of fees paid to the Advisor,
the investment adviser, the custodian, and the transfer agent;
(k) Consult with the Trust's officers, independent accountants,
legal counsel, custodian and transfer and dividend disbursing
agent in establishing the accounting policies of the Trust;
(l) Review implementation of any dividend reinvestment programs
authorized by the Board of Trustees;
(m) Respond to or refer to the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust.
(n) Provide periodic testing of portfolios to assist the Trust's
advisor in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the Investment
Company Act and Trust prospectus limitations as may be
mutually agreed upon and quarterly reports to the Trustees as
to such compliance.
(o) Prepare recommendations of distributions to be made by each of
the Portfolios in order to comply with the requirements
outlined in paragraph (n) above, for review by the Trust's
auditors and officers.
Certain details of the scope of the Bank services hereunder may be
documented in the Compliance Manual and Trust Profile as amended from time to
time with consent of the parties.
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SCHEDULE B-2
REGISTRATION OF TRUST SHARES
WITH STATE SECURITIES ADMINISTRATORS
The Bank will prepare required documentation and register Trust shares in
accordance with the securities laws of each state or jurisdiction in which Trust
shares are offered or sold as determined by the Trust. The registration services
shall consist of the following:
1. Filing of Trust initial registration statements and
amendments thereto (N-1A);
2. Amending state registration statements as required;
3. Filing, on behalf of the Trust, Trust sales reports and
advertising literature where applicable;
4. Payment at the expense of the Trust of all Trust state
registration and filing fees;
5. Filing post effective amendments to the prospectuses and
statements of additional information (SAI);
6. Filing of annual reports, supplements and stickers, and
proxy statements; and
7. The performance of additional services which the Bank and the
Advisor may agree upon in writing.
Unless otherwise noted in writing by the Bank, registration services by the Bank
shall not include determining the availability of institutional exemptions under
a state's blue sky law. Any such determination shall be made by the Advisor or
its legal counsel. In connection with the services described herein, the Advisor
shall cause the Trust to issue in favor of the Bank a power of attorney to
register Trust shares on behalf of the Trust, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of July 1994 that WSIS SERIES TRUST (the
"Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST COMPANY
(the "Bank") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ the Trust's lawful attorney-in-fact for the Bank to do as if the
Trust were itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust
in each jurisdiction in which Trust shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and
file any and all Trust applications, including without limitation,
applications to register shares, to register agents, consents,
including consents to service of process, reports, including without
limitation, all periodic reports, claims for exemption, or other
documents and instruments now or hereafter required or appropriate in
the judgement of the Bank in connection with the registration of Trust
shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of
the Trust in connection with the registration of Trust shares with
state securities administrators.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by Bank of such termination of
authority. Nothing herein shall be construed to constitute the appointment of
the Bank as or otherwise authorize the Bank to act as an officer, director or
employee of the Trust.
3. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. A copy of the
Declaration of Trust of the Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the
Fund.
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IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
WSIS SERIES TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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▇▇▇▇▇▇▇▇ FUND ADVISORS INC. [SCHORODERS LOGO]
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Telephone ▇▇▇-▇▇▇-▇▇▇▇
Facsimile ▇▇▇-▇▇▇-▇▇▇▇
August 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
This is to advise you that ▇▇▇▇▇▇▇▇ Series Trust has established a new
series of shares to be known as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund. In accordance with
the Additional Funds provision in Section 17 of the Custodian Contract dated
October 27, 1993 and Article 10 of the Transfer Agent and Service Agreement
dated October 27, 1993 and the Authorized Shares provision in Section 3 of the
Administration Agreement dated October 27, 1993 between the Trust and State
Street Bank and Trust Company, the Trust here by requests that you act as
Custodian, Transfer Agent and Administrator for the new series under the terms
of the respective contracts.
Please indicate your acceptance of the foregoing by executing two copies of
this Letter Agreement, returning one to the Trust and retaining one copy for
your records.
▇▇▇▇▇▇▇▇ Series Trust State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Title: Senior Vice President
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Vice President
Date: 10/13/97 Date: 10/29/97
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