ADMINISTRATION AGREEMENT
AGREEMENT is made this 7th day of December, 1999 by and between Investors
Research Fund, Inc., a Delaware Corporation (the ACorporation@), and INVESTMENT
COMPANY ADMINISTRATION, L.L.C., an Arizona Limited Liability Company (the
AAdministrator@).
W I T N E S S E T H
WHEREAS, the Corporation is registered as an open-end management investment
company under the Investment Company Act of 1940 (the A1940 Act), and
WHEREAS, the Corporation wishes to retain the Administrator to provide
certain administrative services in connection with the management of the
operations of the portfolio of the Corporation and the Administrator is willing
to furnish such services:
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Corporation hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the operations of the Corporation for the period and on
the terms set forth in this Agreement. The Administrator hereby accepts such
appointment and agrees to comply with all relevant provisions of the 1940 Act,
applicable rules and regulations thereunder, and other applicable law; the
Corporation's articles of incorporation, bylaws, prospectuses and statements of
additional information; and the instructions of the Board of Directors of the
Corporation.
2. SERVICES ON A CONTINUING BASIS. The Administrator will perform on a
regular basis (daily, weekly or as otherwise appropriate) all administrative
services required for the operation of the Corporation and its portfolio (other
than those services provided by the Corporation's investment adviser,
distributor, custodian, transfer agent, accounting agent, independent accountant
and legal counsel), including without limitation those services detailed on the
attached Administrative Services list.
The Administrator agrees that all registration statements and similar
materials filed with the Securities and Exchange Commission (the "SEC") in
connection with the Corporation's registration with the SEC, and all proxy
statements and related materials filed with the SEC in connection with meetings
of the shareholders of the Corporation, will be provided to counsel to the
Corporation and an appropriate officer of the Corporation in a reasonable time
before filing and public distribution.
3. RESPONSIBILITY OF THE ADMINISTRATOR. The Administrator shall be under no
obligation to expand its duties beyond those set forth in this agreement except
as may be agreed to by the Administrator in writing. In the performance of its
duties hereunder, the Administrator shall be obligated to exercise reasonable
care and diligence and to act in good faith and to use its best efforts. Without
limiting the generality of the foregoing or any other provision of this
Agreement, the Administrator shall not be liable for delays or errors or loss of
data occurring by reason of circumstances beyond the Administrator's control.
4. RELIANCE UPON INSTRUCTIONS. The Administrator shall be entitled to rely
upon any instructions, oral or written, actually received by the Administrator
from the Board of Directors of the Corporation and subject to Section 3 hereof,
shall incur no liability to the Corporation or the investment adviser to any
portfolio of the Corporation in acting upon such oral or written instructions,
provided such instructions reasonably appear to have been received from a person
duly authorized by the Board of Directors of the Corporation to give oral or
written instructions on behalf of the Corporation or any portfolio.
5. CONFIDENTIALITY. The Administrator and its employees shall treat
confidentially and shall not provide to any other person all records and other
information relative to the Corporation and each portfolio of the Corporation
and all prior, present or potential shareholders thereof, except after prior
notification to, and approval of release of information in writing by, the
Corporation, which approval shall not be unreasonably withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Corporation.
6. EQUIPMENT FAILURES. The Administrator will take reasonable steps to
ensure that its services (and those of its third party suppliers) provided under
this Agreement reflect the available state of the art technology with respect to
Year 2000 compliance. In the event of equipment failures or the occurrence of
events beyond the Administrator's control which render the performance of the
Administrator's functions under this Agreement impossible, the Administrator
shall take reasonable steps to minimize service interruptions and is authorized
to engage the services of third parties to prevent or remedy such service
interruptions.
7. COMPENSATION. Except as otherwise stated in this Agreement, the
Administrator shall pay all expenses incurred by it in performing its services
hereunder. Except as otherwise agreed upon by the Corporation with other service
providers, the Corporation shall bear all other expenses of its operation. The
Administrator agrees that it will coordinate with the management of the
Corporation the nature and level of the expenses to be borne by the Corporation.
As compensation for services rendered by the Administrator during the term of
this Agreement, the Administrator shall receive a fee as defined in Appendix A.
8. INDEMNIFICATION. The Corporation agrees to indemnify and hold harmless
the Administrator from all taxes, filing fees, charges, expenses, assessments,
claims and liabilities (including without limitation, liabilities arising under
the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys fees and
disbursements, reasonably arising directly or indirectly from any action or
thing which the Administrator takes or does or omits to take or do at the
request of or in reliance upon the advice of the Board of Directors of the
Corporation, provided that the Administrator will not be indemnified against any
liability to the Corporation or to its shareholders (or any expenses incident to
such liability) arising out of the Administrator's own willful misfeasance, bad
faith, gross negligence, negligence or reckless disregard of its duties and
obligations under this Agreement. The Administrator agrees to indemnify and hold
harmless the Corporation and each of its Directors from all claims and
liabilities (including without limitation, liabilities under the Securities Act
of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any state and
foreign securities laws, all as amended from time to time) and expenses,
including (without limitation) reasonable attorneys fees and disbursements,
arising directly or indirectly from any action or thing which the Administrator
takes or does or omits to take or do which is in violation of this Agreement or
not in accordance with instructions properly given to the Administrator, or
arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence, negligence or reckless disregard of its duties and obligations under
this Agreement.
9. DURATION AND TERMINATION. This Agreement shall continue until
termination by the Corporation (by resolution of the Board of Directors) or the
Administrator on 60 days written notice to the other party. All notices and
other communications hereunder shall be in writing.
10. AMENDMENTS. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought, provided such amendment is specifically
approved by the Board of Directors of the Corporation.
11. NOTICES. All notices to a party hereunder shall be in
writing and personally delivered, sent by registered or certified mail with
return receipt requested, or communicated by telegram, telex, or facsimile
transmission, to the address of such party set forth on the signature page of
this Agreement, or to such other address of which a party may from time to time
notify the other party.
12. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in California and governed by
California law (without regard to principles of conflicts of law). If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors; provided, however, that this
Agreement may not be assigned by either party without the prior written consent
of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date first written above.
INVESTORS RESEARCH FUND, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INVESTMENT COMPANY ADMINISTRATION, L.L.C.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
APPENDIX A
ADMINISTRATION SERVICES FEES:
Basis Points Average Net Assets
------------ ------------------
.10% First $200 million
.05% Next $300 million
.03% Thereafter
Per Fund Annual Minimums
------------------------
$40,000 Per Fund
$15,000 For each additional share class
WESTCAP INVESTORS/INVESTORS RESEARCH FUND, INC.
MUTUAL FUND ADMINISTRATION AND DISTRIBUTOR TRANSITION PLAN
ADMINISTRATION SERVICES PROVIDED BY INVESTMENT COMPANY ADMINISTRATION, L.L.C.
(ONCE THE FUND'S CONTRACT WITH THE PREVIOUS ADMINISTRATOR IS TERMINATED, WE WILL
BECOME THE FUND'S REGULATORY AND OPERATIONS ADMINISTRATOR.)
RESPONSIBILITY FOR BOARD MEETINGS.
* Supervisory and coordinating the preparation of the agenda.
* Preparing and distributing materials prior to the meetings.
* Preparing minutes of each meeting and maintaining the minute book.
RESPONSIBILITY FOR SHAREHOLDER MEETINGS.
* Determining when meetings are needed as well as those matters to be voted
on.
* Drafting proxy material.
* Supervisory and coordinating printing of proxy material.
* Supervisory and coordinating proxy solicitation.
* Preparing minutes of the meeting.
OVERSEEING AND EVALUATING SERVICE PROVIDERS.
* Acting as liaison with the custodian, transfer agent, fund accounting
agent, auditors, legal counsel and other service providers.
* Acting as liaison with industry associations and reporting services (e.g.
Lipper, Morningstar, CDA, etc.)
MAINTAINING THE REGISTRATION STATEMENT.
* Drafting annual revisions and circulating drafts.
* Preparing and filing amendments and supplements ("stickers").
* Receiving comments from SEC staff.
* Supervisory and coordinating printing of final prospectuses and statements
of additional information.
* Preparing and filing registration fee payments (Rule 24f-2).
* Filing semi-annual reports on Form N-SAR.
WESTCAP INVESTORS/INVESTORS RESEARCH FUND, INC.
MUTUAL FUND ADMINISTRATION AND DISTRIBUTOR TRANSITION PLAN
ADMINISTRATION SERVICES (CONTINUED)
MAINTAINING STATE REGISTRATIONS.
* Monitoring status of registration in each state.
* Increasing amounts registered as needed.
* Filing renewals as needed.
* Filing copies of registration statement amendments, reports, sales
literature and other documents.
* Filing sales reports.
PREPARING SHAREHOLDER REPORTS.
* Drafting reports and circulating drafts.
* Supervisory and coordinating printing and distribution.
* Filing copies with SEC.
MONITORING COMPLIANCE.
* Reviewing 1940 Act, IRS, state and voluntary investment restrictions with
portfolio managers.
* Preparing checklists for use by portfolio managers.
* Preparing compliance reports for management and the Board.
* Monitoring the adequacy of the fidelity bond and D&O insurance.
* Monitoring the Transfer Agent's "escheatment" reporting
* Monitoring the Fund's retirement plans currency.
* PREPARING BUDGETS AND CONTROLLING EXPENSES.
* Establishing budgets each year for the accounting services agent.
* Comparing budgeted expenses to actual during the year and revising budgets
as needed.
* Reviewing bills as received and approving for payment by the custodian.
* Monitoring commercial bank accounts, if any, maintained on behalf of the
Fund and ensuring that any interest is payable to the Fund.
HANDLING SEC INSPECTIONS.
* Gathering data as requested by the SEC staff.
* Responding to staff questions during the course of the examination.
* Responding to SEC correspondence resulting from inspections.