Exhibit 6(c)
ADMINISTRATION AGREEMENT
CO-ADMINISTRATOR
AGREEMENT dated as of July 1, 1995 between First Funds, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (the "Trust"), with respect to the separate series of the Trust as
listed in Appendix A (the "Portfolios"), and First Tennessee Bank National
Association, a national banking association with its principal office in
Memphis, Tennessee (the "Co-Administrator").
WHEREAS, the Trust wishes to employ the services of the Co-Administrator;
and
WHEREAS, the Co-Administrator wishes to provide such services under the
conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and the Co-Administrator agree as
follows:
1. APPOINTMENT. The Trust hereby appoints and employs the
Co-Administrator and the Co-Administrator accepts the appointment AS agent to
perform the services described herein.
2. TRUST ADMINISTRATION. Subject to the direction and control of the
Board of Trustees of the Trust, the Co-Administrator shall:
(i) coordinate document preparation and review for compliance with
requirements of the Office of Comptroller of the Currency ("OCC")
and other bank regulatory agencies with respect to marketing and
advertising materials, annual prospectus filings, annual and semi-
annual reports, exemptive applications, proxy statements, and other
regulatory filings and related activities;
(ii) assist the Trust in the management and monitoring of the expense
ratio budgets of all Portfolios, including the marketing budget of
the distributor;
(iii) assist the Trust with non-investment related research and statistical
data;
(iv) provide information and coordinate service provider responses to
governmental or regulatory inquiries;
(v) assist in scheduling meetings and provide facilities and clerical
assistance in connection with presentations to brokers and service
providers; participate in meetings to present information concerning
administrative services;
(vi) provide facilities, clerical assistance, and other resources to
facilitate Board of Trustees meetings;
(vii) provide general consultation with service providers, fund counsel
and Trustees for the proper and efficient management of the Trust;
and
(viii) assist the Trust with such other administrative activities as may
be requested by the Trustees to the extent such activities are
permitted to be performed by banking organizations.
In compliance with requirements of Rule 3la-3 under the Investment
Company Act of 1940 (the "1940 Act"), the Co-Administrator hereby agrees
that all records which it maintains with respect to the Portfolios for the
Trust are the property of the Trust and further agrees to surrender promptly
to the Trust any of such records upon the Trust's request. Co-Administrator
further agrees to preserve for the periods prescribed by Rule 3la-2 under the
1940 Act the records subject to Rule 3la-1 under the 1940 Act that are
maintained by the Co-Administrator.
In performing its services as Co-Administrator, Co-Administrator shall
comply with all laws, rules and regulations, including without limitation all
rules and regulations made or adopted pursuant to the Securities Act of 1933,
as amended ("1933 Act"), or the 1940 Act, or by the SEC, the National
Association of Securities Dealers, Inc. ("NASD"), or state securities
commissions, applicable to such services.
3. FEES. As compensation for the services, facilities and personnel
which the Co-Administrator is to provide or cause to be provided pursuant to
Paragraph 2, each Portfolio of the Trust shall pay to the Co-Administrator
out of the Portfolio's assets an annual fee, which shall be computed and
accrued daily and paid in arrears on the first business day of every month,
at the annual rate of 0.05% of the average net assets of the Portfolio.
For the purpose of determining fees payable to the Co-Administrator, the
value of the net assets of the Portfolio of the Trust shall be computed in
the manner described in the Portfolio's Prospectus and Statement of
Additional Information from time to time in effect. The fee for any partial
month under this Agreement shall be calculated on a proportional basis.
The Co-Administrator may from time to time employ or associate with
itself such person or persons as it may believe to be particularly fitted to
assist it in the performance of this Agreement. Such persons or person may
be officers or employees who may be employed by the Co-Administrator or any
of its affiliates and the Trust. The compensation of such person or persons
shall be paid by the Co-Administrator or its affiliates.
The services of the Co-Administrator provided hereunder are not to be
deemed exclusive and the Co-Administrator shall be free to render similar
services to others and engage in other activities. To the extent permitted
by applicable law, the Co-Administrator or its affiliates shall be free to
enter other agreements with the Portfolios or the Trust for providing
additional services to the Portfolios or the Trust which are not covered by
this Agreement, and to receive additional
compensation for such services. Such services may include, but are not
limited to, investment adviser, pricing and bookkeeping and transfer agent
services.
4. EXPENSES. The Co-Administrator shall bear all expenses in
connection with its performance of services hereunder. The Portfolios will
pay, or contract with persons not parties to this Agreement to pay, for all
Portfolio expenses other than those expressly stated to be payable by the
Co-Administrator hereunder, which expenses payable by the Portfolios shall
include, without limitation:
(i) interest and taxes;
(ii) brokerage commissions and other costs in connection with the
purchase or sale of securities and other investment instruments;
(iii) fees and expenses of the Trustees;
(iv) audit expenses, and legal expenses (other than legal fees and
expenses which the Co-Administrator at its sole discretion may
incur from time to time in utilizing outside law firms in fulfillment
of its duties of Co-Administration hereunder);
(v) custodian, pricing and bookkeeping, registrar and transfer fees and
expenses;
(vi) state and jurisdiction registration fees, sales report fees,
fees (if any) for filing of Prospectuses and/or Statements of
Additional Information related to Blue Sky registration and
qualification of the Trust's and the Portfolios, shares for
distribution under state and federal securities laws;
(vii) expenses of printing and mailing proxy material to shareholders
of the Portfolios;
(viii) all other expenses incidental to holding meetings of the Portfolios,
shareholders, including proxy solicitations therefor;
(ix) expenses of typesetting Prospectuses and Statements of Additional
Information and supplements thereto;
(x) expenses of printing and mailing Prospectuses and Statements of
Additional Information and supplements thereto sent to existing
shareholders;
(xi) insurance premiums for fidelity bonds and other coverage to the extent
approved by the Trustees;
(xii) association membership dues authorized by the Trustees; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Trust
is a party or to which
the Portfolios, assets are subject, and those relating to the legal
obligation which the Trust may have to indemnify the Trustees and
officers with respect thereto.
The Co-Administrator has no obligation to reimburse the Trust or its
Portfolios for (or to have deducted from its fees) any Trust or Portfolio
expense in excess of expense limitations, if any, imposed by state securities
authorities having jurisdiction over the Trust.
5. LIMITATION OF LIABILITY. The Co-Administrator shall not be liable
for any damages or loss suffered by the Trust in connection with the matters
to which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance, or
reckless disregard, of its duties under this Agreement. Any person, even
though also an officer, Trustee, employee or agent of the Co-Administrator,
who may be or become an officer, Trustee, employee or agent of the Trust,
shall be deemed, when rendering services to or acting on any business of the
Trust in any such capacity (other than services or business in connection
with the Co-Administrator's duties under this Agreement), to be rendering
such service to or acting solely for the Trust, and not as an officer,
director, employee, or agent or one under the control or direction of the
Co-Administrator even though paid by it.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Co-Administrator agrees
on behalf of itself and its employees to treat confidentially and as
proprietary information of the Trust all records and other information
relative to the Trust and prior, present, or potential shareholders, and not
to use such records and information for any purpose other than performance of
its responsibilities and duties hereunder. If the Co-Administrator is
requested or required by, but not limited to, oral questions,
interrogatories, request for information or documents, subpoena, civil
investigation, demand or other action, proceeding or process or as otherwise
required by law, statute, regulation, writ, decree, or the like to disclose
such information, the Co-Administrator will provide the Trust with prompt
written notice of any such request or requirement so that the Trust may seek
an appropriate protective order or other appropriate remedy and/or waive
compliance with this provision. If such order or other remedy is not sought,
or obtained, or waiver not received, the Co-Administrator may without
liability hereunder, disclose to the person, entity or agency requesting or
requiring the information, that portion of the information that is legally
required in the opinion of Co-Administrator's counsel.
7. TERM. This Agreement shall become effective on July 1, 199S, or
such later date as may be agreed upon by the parties hereto, and shall
continue for one year after the effective date, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually:
(i) by the Trust's Board of Trustees or;
(ii) by a vote of a majority of outstanding shares (as defined in the 0000
Xxx) of each Portfolio, provided in either event the continuance
is also approved by the majority of the Trust's Trustees who are
not parties to the Agreement or interested persons (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such
approval.
This Agreement is terminable without penalty on not less than sixty days,
notice by the Trust's Board of Trustees, by vote of a majority of the
outstanding shares (as defined by the 0000 Xxx) of each Portfolio or by the
Co-Administrator.
8. GOVERNING LAW, SHAREHOLDER AND TRUSTEE LIMITATION OF LIABILITY.
This Agreement shall be governed by the law of the State of Tennessee. The
Co-Administrator is hereby expressly put on notice of the limitations of
shareholder and Trustee liability as set forth in the Declaration of Trust of
the Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets. The
Co-Administrator agrees that it shall not seek satisfaction of any such
obligation from the shareholders or any individual shareholder of the Trust,
nor from the Trustees or any individual Trustee of the Trust. The
Co-Administrator understands that the rights and obligations of each series
of the Trust under the Trust's Declaration of Trust are separate and distinct
from those of any and all other series.
The captions in this Agreement are included for the convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By:
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Title:
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FIRST FUNDS
By:
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Title:
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APPENDIX A
Effective July 1, 1995
FIRST FUNDS
Cash Reserve Portfolio
Municipal Money Market Portfolio
Tennessee Tax-Free Portfolio
Total Return Equity Portfolio
Total Return Fixed Income Portfolio
U.S. Government Money Market Portfolio
U.S. Treasury Money market Portfolio
