ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of January 20, 1999, between Industry Leaders Fund,
Inc. (the "Trust"), a Delaware business trust, and AmeriPrime Financial
Services, Inc. (the "Administrator"), a Texas corporation.
WHEREAS, the Trust has been organized to operate as an open-end
management investment company registered under the Investment Company Act of
1940 (the "Act"); and
WHEREAS, the Trust wishes to avail itself of the information, advice,
assistance and facilities of the Administrator to perform on behalf of the Trust
the services as hereinafter described; and
WHEREAS, the Administrator wishes to provide such services to the
Trust under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and the Administrator agree as follows:
1. Employment. The Trust, being duly authorized, hereby employs the
Administrator to perform those services described in this Agreement. The
Administrator shall perform the obligations thereof upon the terms and
conditions hereinafter set forth. Any administrative services undertaken by the
Administrator pursuant to this Agreement, as well as any other activities
undertaken by the Administrator on behalf of the Trust pursuant hereto, shall at
all times be subject to any directives of the Board of Trustees of the Trust.
2. Trust Administration. The Administrator shall give the Trust the
benefit of its best judgment, efforts and facilities in rendering its services
as administrator. The Administrator shall at all times conform to: (i) all
applicable provisions of the Act and any rules and regulations adopted
thereunder, (ii) the provisions of the Registration Statement of the Trust under
the Securities Act of 1933 and the Act as amended from time to time, (iii) the
provisions of the Agreement and Declaration of Trust and the By-Laws of the
Trust, and (iv) any other applicable provisions of state and federal law.
Subject to the direction and control of the Trust, the Administrator
shall supervise the Trust's business affairs not otherwise supervised by other
agents of the Trust. To the extent not otherwise the primary responsibility of,
or provided by, other parties under agreement with the Trust, the Administrator
shall supply (i) non-investment related statistical and research data, (ii)
internal regulatory compliance services, and (iii) executive and administrative
services. The Administrator shall supervise the preparation of (i) tax returns,
(ii) reports to shareholders of the Trust, (iii) reports to and filings with the
Securities and Exchange Commission, state securities commissions and Blue Sky
authorities including preliminary and definitive proxy materials and
post-effective amendments to the Trust's registration statement, and (iv)
necessary materials for meetings of the Trust's Board of Trustees. The
Administrator shall provide personnel to serve as officers of the Trust if so
elected by the Board of Trustees; provided, however, that the Trust shall
reimburse the Administrator for the expenses incurred by such personnel in
attending Board of Trustees' meetings and shareholders' meetings of the Trust.
Executive and administrative services include, but are not limited to, the
coordination of all third parties furnishing services to the Trust, review of
the books and records of the Trust maintained by such third parties, and the
review and submission to the officers of the Trust for their approval, of
invoices or other requests for payment of Trust expenses; and such other action
with respect to the Trust as may be necessary in the opinion of the
Administrator to perform its duties hereunder.
3. Record Keeping and Other Information. The Administrator shall
create and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including but not limited to records required by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder, as
the same may be amended from time to time, pertaining to the various functions
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Trust. Where applicable, such records shall be
maintained by the Administrator for the periods and in the places required by
Rule 31a-2 under the Investment Company Act of 1940.
4. Audit, Inspection and Visitation. The Administrator shall make
available to the Trust during regular business hours all records and other data
created and maintained pursuant to the foregoing provisions of this Agreement
for reasonable audit and inspection by the Trust or any regulatory agency having
authority over the Trust.
5. Compensation. For the performance of the Administrator's
obligations under this Agreement, each series of the Trust shall pay the
Administrator, on the first business day following the end of each month, a fee
as set out in the fee schedule attached hereto as Exhibit A. In addition, the
Trust shall reimburse the Administrator for out of pocket expenses incurred on
behalf of the Trust and for expenses related to Administrator personnel
attending Trust meetings. The Administrator shall not be required to reimburse
the Trust or the Trust's investment adviser for (or have deducted from its fees)
any expenses in excess of expense limitations imposed by certain state
securities commissions having jurisdiction over the Trust.
6. Limitation of Liability. Administrator may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be required by the Act or the rules thereunder, neither Administrator nor its
shareholders, officers, directors, employees, agents, control persons or
affiliates of any thereof (collectively, the "Administrator's Employees") shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission in connection with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of the duties of
Administrator under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Administrator under this
Agreement. Any person, even though also a director, officer, employee,
shareholder or agent of the Administrator, who may be or become an officer,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with the Administrator's duties hereunder),
to be rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder or agent, or one under the control or
direction of the Administrator, even though paid by it.
7. Indemnification of Administrator. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the Act, the
Trust shall indemnify Administrator and each of Administrator's Employees
(hereinafter collectively referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while serving as the administrator for the Trust or as one of
Administrator's Employees, or, thereafter, by reason of being or having been the
administrator for the Trust or one of Administrator's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
8. Services for Others. Nothing in this Agreement shall prevent the
Administrator or any affiliated person of the Administrator from providing
services for any other person, firm or corporation, including other investment
companies; provided, however, that the Administrator expressly represents that
it will undertake no activities which, in its judgment, will adversely affect
the performance of its obligations to the Trust under this Agreement.
9. Compliance with the Act. The parties hereto acknowledge and agree
that nothing contained herein shall be construed to require the Administrator to
perform any services for any series of the Trust which services could cause the
Administrator to be deemed an "investment adviser" of the Series within the
meaning of Section 2(a)(20) of the Act or to supersede or contravene the
Prospectus or Statement of Additional Information of any series of the Trust or
any provisions of the Act and the rules thereunder.
10. Renewal and Termination. This Agreement shall become effective on
the date first above written and shall remain in force for a period of one (1)
year from such date, and thereafter shall be renewed automatically for
successive three year terms, unless written notice not to renew is given by the
non-renewing party to the other party at least sixty days prior to the
expiration of the current term. In the event of a material breach of this
Agreement by either party, the non-breaching party shall notify the breaching
party in writing of such breach and upon receipt of such notice , the breaching
party shall have 45 days to remedy the breach or the nonbreaching party may
immediately terminate this Agreement. This agreement shall be approved at least
annually by the vote of a majority of the Trustees who are not interested
persons of the Trust or the Administrator, cast in person at a meeting called
for the purpose of voting on such approval and by a vote of the Board of
Trustees or of a majority of the Trust's outstanding voting securities. Upon the
termination of this Agreement, the Trust shall pay the Administrator such
compensation as may be payable for the period prior to the effective date of
such termination.
11. The Trust. The term " Funds" means and refers to the Trustees from
time to time serving under the Trust's Agreement and Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto may be, amended.
It is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agent or
employees of the Trust, personally, but bind only the trust property of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust.
12. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Such
notice shall be effective upon confirmed receipt by the other party. Until
further notice to the other party, it is agreed that the address of the Trust
for this purpose shall be ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and that the address of the Administrator for this purpose shall be
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
13. Year 2000. The Administrator covenants and agrees that it will use
commercially reasonable efforts to avoid a Year 2000 problem in its computer
systems, software or equipment owned, leased or licensed by it or its affiliates
which may interfere with the performance of this Agreement. Each of the Trust
and the Administrator agree to use reasonable commercial efforts to cooperate
and share information to further comply with this Section 13, and to minimize
the impact of any Year 2000 problem of either such party with respect to the
performance of this Agreement. Each of the Trust and the Administrator will
promptly inform the other party of any circumstance to which they have knowledge
indicating a possible obstacle to such compliance, and the steps being taken to
avoid or overcome such obstacle. For purposes of this paragraph, "Year 2000"
problem shall mean any problem relating to the Year 2000 date change that would
cause a computer system, software or equipment to fail to correctly perform,
process or accommodate data in a date range within the 20th and/or 21st
centuries. Any modifications which are necessary to remedy Year 2000 problem
defects in the Administrator's computer systems, software or equipment shall be
undertaken at its sole expense and shall not result in any additional charges to
the Trust.
14. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement constitutes the entire understanding between the parties
hereto relating to the subject matter hereof, superseding all negotiations,
prior discussions, preliminary agreements and agreements relating to the subject
matter hereof made prior to the date hereof. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of
Delaware. 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. Except as otherwise specified
herein, the invalidity or unenforceability of any term or terms of this
Agreement shall not invalidate, make unenforceable or otherwise affect any other
term of this Agreement which shall remain in full force and effect. Every
contract, instrument, certificate or undertaking made or issued by the Trustees
or by any officers or officer shall give notice (a) that this document was
executed or made on behalf of the Trust or by them as Trustees or as officers
and not by them individually, and (b) that the obligations of such instrument
are not binding upon any of them or the Shareholders individually, but are
binding only upon the assets and property of the Trust. Omission of such notice
shall not operate to bind any Trustee, officer or Shareholder individually.
15. Execution and Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
Industry Leaders Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
AmeriPrime Financial Services, Inc.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President
EXHIBIT A
ADMINISTRATIVE SERVICES AGREEMENT
Annual Fee Schedule*
Average Value of Daily Net Assets Annual Rate
Under $150 million 0.07%
From $150 million to $250 million 0.05%
Over $250 million 0.04%
* Subject to a minimum fee of $20,000 per portfolio (one share class)
plus $7,500 per additional share class. Fees will be billed on a
monthly basis.