EXHIBIT 5(d)
ADMINISTRATIVE AGREEMENT
THIS ADMINISTRATIVE AGREEMENT dated this 10th day of November, 1998 (the
"Agreement"), between ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY, a Massachusetts business
trust hereinafter called the "Trust" and ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
COMPANY, a Washington Corporation hereinafter called the "Manager."
WHEREAS, the Trust has been organized by and at the expense of a company
affiliated with the Manager and operates as an investment company of the
"series" type registered under the Investment Company Act of 1940 ("1940 Act")
for the purpose of investing and reinvesting its assets in portfolios of
securities, each of which has distinct investment objectives and policies (each
distinct portfolio being referred to herein as a "Sub-Trust"), as set forth more
fully in its Master Trust Agreement, its By-Laws and its Registration Statements
under the 1940 Act and the Securities Act of 1933, all as heretofore amended and
supplemented; and the Trust desires to avail itself of the services,
information, assistance, and facilities of a manager and to have a manager
perform for it various management, administrative, , and other services; and
WHEREAS, the Manager and its affiliated corporations have undertaken the
initiative and expense of organizing the Trust in order to have a means to
commingle assets for certain investors to have access to and utilize the "Multi-
Style, Multi-Manager" method of investment and to provide services to the Trust
in consideration of and on the terms and conditions hereinafter set forth;
NOW, THEREFORE, Trust and the Manager agree as follows:
1. Employment of the Manager. The Trust hereby employs the Manager to
administer its business and administrative operations, subject to the
direction of the Board of Trustees and the officers of the Trust, for the
period, in the manner, and on the terms hereinafter set forth. The Manager
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth. The Manager shall
for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the Trust in any way.
2. Obligations of and Services to be Provided by the Manager. The Manager
undertakes to provide the services hereinafter set forth and to assume the
following obligations:
A. Management and Administrative Services.
(1) The Manager shall furnish to the Trust adequate (a) office space,
which may be space within the offices of the Manager or in such
other place as may be agreed upon from time to time, (b) office
furnishings, facilities, and equipment as may be reasonably
required for managing and administering the business and
operations of the Trust, including (i) complying with the
business trust, securities, and tax reporting requirements of the
United States and the various states in which the Trust does
business, (ii) conducting correspondence and other communications
with the Shareholders of the Trust, and (iii) maintaining or
supervising the maintenance of all internal bookkeeping,
accounting, and auditing services and records in connection with
the Trust's investment and business activities. The Trust agrees
that its shareholder recordkeeping services, the computing of net
asset value and the preparation of certain of its records
required by Rule 31 under the 1940 Act are maintained by the
Trust's Transfer Agent, Custodian, and Money Managers, and that
with respect to these records the Manager's obligations under
this Section 2(A) are supervisory in nature.
(2) The Manager shall employ or provide and compensate the executive,
administrative, secretarial, and clerical personnel necessary to
supervise the provision of the services set forth in sub-
paragraph 2(A) (l), and shall bear the expense of providing such
services except as provided in Section 4 of this Agreement. The
Manager shall also compensate all officers' and employees of the
Trust who are officers or employees of the Manager, or its
affiliated companies.
B. [Reserved]
C. [Reserved]
D. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials.
The Manager will make available and provide financial, accounting, and
statistical information required by the Trust for the preparation of
registration statements, reports, and other documents required by
federal and state securities laws, and with such information as the
Trust may reasonably request for use in the preparation of such
documents or of other materials necessary or helpful for the
underwriting and distribution of the Trust's shares.
E. Other Obligations and Services.
The Manager shall make available its officers and employees to the
Board of Trustees and officers of the Trust for consultation and
discussions regarding the administration and management of the Trust
and its investment activities.
3. [Reserved]
4. Expenses of the Trust. It is understood that the Trust will pay all its
expenses other than those expressly assumed by the Manager herein, which
expenses payable by the Trust shall include:
A. Fees for the services of the Money Managers;
B. Expenses of all audits by independent public accountants;
C. Expenses of transfer agent, registrar, dividend disbursing agent, and
shareholder recordkeeping services;
D. Expenses of custodial services including recordkeeping services
provided by the Custodian;
E. Expenses of obtaining quotations for calculating the value of the
Trust's net assets;
F. Expenses of obtaining Portfolio Activity Reports and Analyses of
International Management reports for each portfolio of each Sub-Trust;
G. Expenses of maintaining each Sub-Trust's tax records;
H. Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Manager;
I. Taxes levied against the Trust;
J. Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Trust;
K. Costs, including the interest expense, of borrowing money;
L. Costs and/or fees incident to meetings of the Trust, the preparation
and mailings of prospectuses and reports of the Trust to its
Shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence, and the registration of shares
with federal and state securities authorities;
M. Legal fees, including the legal fees related to the registration and
continued qualification of the Trust shares for sale;
N. Costs of printing stock certificates representing shares of the Trust;
O. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Manager or any of its affiliates;
P. The Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
Q. Association membership dues; and
R. Extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, other claims, and the legal
obligations of the Trust to indemnify its Trustees, officers,
employees, shareholders, distributors, and agents with respect
thereto.
5. Activities and Affiliates of the Manager.
A. The services of the Manager and its affiliated corporations to the
Trust hereunder are not to be deemed exclusive, and the Manager and
any of its affiliates shall be free to render similar services to
others.
B. Subject to and in accordance with the Master Trust Agreement (as
defined below) and By-Laws of the Trust and to Section 10(a) of the
1940 Act, it is understood that Trustees, officers, agents, and
shareholders of the Trust are or may be interested in the Manager or
its affiliates directors, agents, or shareholders of the Manager or
its affiliates; that directors, officers, agents, and shareholders of
the Manager or its affiliates are or may be interested in the Trust as
Trustees, officers, agents, shareholders, or otherwise; that the
Manager or its affiliates may be interested in the Trust as
shareholders or otherwise; and that the effect of any such interests
shall be governed by said Master Trust Agreement, By-Laws, and the
▇▇▇▇ ▇▇▇.
6. Compensation of the Manager.
A. As consideration for the Manager's services to the following Sub-
Trusts, the Manager shall receive from each of these Sub-Trusts an
annual management fee, accrued daily at the rate of 1/365th of the
applicable management fee and payable following the last day of each
month, of the following annual percentages of each Sub-Trust's average
daily net assets during the month:
Diversified Equity .05%
Special Growth .05%
Equity Income .05%
Quantitative Equity .05%
Diversified Bond .05%
International Securities .05%
Multistrategy Bond .05%
Tax Exempt Bond .05%
U.S. Government Money Market .05%
Tax Free Money Market .05%
Real Estate Securities .05%
Emerging Markets .05%
Money Market .05%
Equity I .05%
Equity II .05%
Equity III .05%
Equity Q .05%
International .05%
Fixed Income I .05%
Short-Term Bond .05%
Fixed Income III .05%
Equity T .05%
Aggressive Strategy .05%
Balanced Strategy .05%
Moderate Strategy .05%
Conservative Strategy .05%
Equity Balanced Strategy .05%
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties hereunder or on the part
of the Manager or its corporate affiliates, the Manager and its
corporate affiliates shall not be subject to liability to the Trust or
to any Shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding, or sale of any
security.
B. No provision of this Agreement shall be construed to protect any,
trustee or officer of the Trust, or the Manager and its corporate
affiliates, from liability in violation of Sections 17(h) and (i) of
the 1940 Act.
8. Renewal and Termination.
A. This Agreement shall become effective on and as of November 10,1998
and shall continue in effect as to each Sub-Trust until it is
terminated.
B. This Agreement:
(a) May at any time be terminated without the payment of any penalty
either by vote of the Board of Trustees of the Trust or, as to
any Sub-Trust, by vote of a majority of the outstanding voting
securities of the Sub-Trust, on 60 days' written notice to the
Manager;
(b) Shall immediately terminate in the event of its assignment; and
(c) May be terminated by the Manager on 60 days' written notice to
the Trust.
C. As used in this Section 8, the terms of "assignment", "interested
person" and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth for any such terms in the 1940 Act.
D. Any notice under this Agreement shall be given in writing addressed
and delivered, or mailed postpaid, to the other party at any office of
such party.
9. Severability. 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 shall not be affected thereby.
10. Reservation of Name. The parties hereto acknowledge that ▇▇▇▇▇ ▇▇▇▇▇▇▇
Company has reserved the right to grant the non-exclusive use of the name
"▇▇▇▇▇ ▇▇▇▇▇▇▇," or any derivative thereof, to any other investment
company, investment advisor, distributor or other business enterprise, and
to withdraw from the Trust the use of the name "▇▇▇▇▇ ▇▇▇▇▇▇▇." In the
event that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Company should elect to withdraw the use of the
name "▇▇▇▇▇ ▇▇▇▇▇▇▇" from the Trust, the Trust will submit the question of
continuing this Agreement to a vote of its Shareholders.
11. Limitation of Liability. The Master Trust Agreement dated July 26, 1984,
as amended from time to time, establishing the Trust, which is hereby
referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name ▇▇▇▇▇ ▇▇▇▇▇▇▇
Investment Company means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Shareholders, Trustees,
officers, employees, or agents of the Trust, personally, but shall bind
only the trust property of the Trust, as provided in its Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by the President 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 as provided
in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY
By:
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▇▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT COMPANY
By:
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▇▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President