WCT Funds 5 December 1, 1997
Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg.S-K
WCT FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day of
December, 1997, between WCT Funds, a Massachusetts business trust (herein
called the "Fund"), and Federated Services Company, a Delaware business
trust (herein called "FSCo").
WHEREAS, the Fund is a Massachusetts business trust consisting of one
or more portfolios, which operates as an open-end management investment
company and will so register under the Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FSCo as its Administrator to
provide it with Administrative Services (as herein defined), and FSCo is
willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FSCo as
Administrator of the Fund on the terms and conditions set forth in this
Agreement; and FSCo hereby accepts such appointment and agrees to
perform the services and duties set forth in Section 2 of this Agreement
in consideration of the compensation provided for in Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the supervision
and control of the Fund's Board of Trustees, FSCo will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and any
amendments thereto, including the Declaration of Trust (which has
already been prepared and filed), the By-laws and minutes of
meetings of Trustees and shareholders;
(b) prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Fund and the Fund's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents all as
may be necessary to enable the Fund to make a continuous offering
of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the Fund
with, among others, the Fund's investment adviser, distributor,
custodian, and transfer agent;
(d) supervise the Fund's custodian in the maintenance of the Fund's
general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and payments,
of the determination of the net asset value of the Fund and of the
declaration and payment of dividends and other distributions to
shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a charter to
be adopted by FSCo and the Fund;
(j) assist with the design, development, and operation of the Fund;
(k) provide individuals reasonably acceptable to the Fund's Board of
Trustees for nomination, appointment, or election as officers of
the Fund, who will be responsible for the management of certain of
the Fund's affairs as determined by the Fund's Board of Trustees;
and
(l) consult with the Fund and its Board of Trustees on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FSCo shall agree
in writing to perform for the Fund hereunder, shall hereafter be
referred to as "Administrative Services." Administrative Services shall
not include any duties, functions, or services to be performed for the
Fund by the Fund's investment adviser, distributor, custodian, or
transfer agent pursuant to their respective agreements with the Fund.
3. Records. FSCo shall create and maintain all necessary books and
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 Administrative
Services performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. Where applicable,
such records shall be maintained by FSCo for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Trust which are in the possession of FSCo
shall be the property of the Fund. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all
times during FSCo's normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided
promptly by FSCo to the Fund or the Fund's authorized representatives.
4. Expenses. FSCo shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient
to provide the Administrative Services to the Fund, including the
compensation of FSCo employees who serve as Trustees or officers of the
Fund. The Fund shall be responsible for all other expenses incurred by
FSCo on behalf of the Fund, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not FSCo employees, and trade
association dues.
5. Compensation. For the Administrative Services provided, the Fund hereby
agrees to pay and FSCo hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate
per portfolio of the Fund's shares, payable daily, as specified below:
Max. Admin. Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
However, in no event shall the administrative fee received during any
year of this Agreement be less than, or be paid at a rate less than
would aggregate $75,000, per portfolio.
6. Responsibility of Administrator.
(a) FSCo shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FSCo shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of FSCo,
who may be or become an officer, Trustee, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting
on any business of the Fund (other than services or business in
connection with the duties of FSCo hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer,
trustee, partner, employee or agent or one under the control or
direction of FSCo even though paid by FSCo.
(b) FSCo shall be kept indemnified by the Fund and be without liability
for any action taken or thing done by it in performing the
Administrative Services in accordance with the above standards. In
order that the indemnification provisions contained in this Section 6
shall apply, however, it is understood that if in any case the Fund
may be asked to indemnify or save FSCo harmless, the Fund shall be
fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FSCo will use
all reasonable care to identify and notify the Fund promptly
concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund.
The Fund shall have the option to defend FSCo against any claim which
may be the subject of this indemnification. In the event that the Fund
so elects, it will so notify FSCo and thereupon the Fund shall take
over complete defense of the claim, and FSCo shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this Section. FSCo shall in no case confess any
claim or make any compromise in any case in which the Fund will be
asked to indemnify FSCo except with the Fund's written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof, and extend for a period of three years following the first
date upon which the Fund's initial portfolio has sufficient
average daily net assets, such that FSCo will begin to earn a sum
not less than its minimum ("annualized") administrative fee per
portfolio, pursuant to Section 5 of this Agreement ("Initial
Term").
(b) During any term of this Agreement, each time the Fund adds a new
portfolio, an additional term shall commence on the first date
upon which the new portfolio has sufficient average daily net
assets such that FSCo will begin to earn a sum not less than its
minimum ("annualized") administrative fee in connection with the
New Portfolio pursuant to Section 5 of this Agreement ("Additional
Term"). Such Additional Term shall extend to the later to occur of
(i) the third anniversary of the commencement of the Additional
Term, or (ii) the expiration of the Initial Term.
(c) During any term of this Agreement, each time the Fund adds a class
of shares to any portfolio, an additional term shall commence on
the later to occur of (i) the first date upon which the relevant
portfolio has sufficient average daily net assets such that FSCo
will begin to earn a sum not less than its minimum ("annualized")
administrative fee pursuant to Section 5 of this Agreement, or
(ii) the effective date of the registration statement or
post-effective amendment registering the new class of shares
("Class Term"). Such Class Term shall extend to the later to occur
of (i) the third anniversary of the commencement of the Class
Term, or (ii) the expiration of the Initial Term.
(d) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one
year, unless notice of termination has been delivered by either
party to the other no less than one year before the beginning of
any such additional term.
8. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
9. Limitations of Liability of Trustees or Officers, Employees, Agents and
Shareholders of the Fund. FSCo is expressly put on notice of the
limitation of liability as set forth in the Fund's Declaration of Trust
and agrees that the obligations assumed by the Fund pursuant to this
Agreement shall be limited in any case to the Fund and its assets and
that FSCo shall not seek satisfaction of any such obligations from the
shareholders of the Fund, the Trustees, Officers, Employees or Agents of
the Fund, or any of them.
10. Limitations of Liability of Trustees and Shareholders of FSCo. The
execution and delivery of this Agreement have been authorized by the
Trustees of FSCo and signed by an authorized officer of FSCo, 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,
and the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FSCo, but bind only the trust property of
FSCo as provided in the Declaration of Trust of FSCo.
11. Notices. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered
to the Fund, to its investment adviser and to FSCo at the following
addresses: WCT Funds (Fund), Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: President, and, West Coast Trust Company, Inc.
(Adviser), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President; and if delivered to FSCo at Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention:
President.
12. Miscellaneous. 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. If
any provision of this Agreement shall be held or made invalid by a court
or regulatory agency decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Subject to the
provisions of Section 6, hereof, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
13. Counterparts. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year
first above written.
WCT FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President