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Exhibit (9)(a)
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ADMINISTRATION AGREEMENT
BETWEEN
INVESTMENT SERVICES FOR EDUCATION ASSOCIATIONS
AND
CADRE FINANCIAL SERVICES, INC.
DATED AS OF ________, 1997
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TABLE OF CONTENTS
Recitals.....................................................................1
ARTICLE I
DELIVERY OF DOCUMENTS
Section 1.01 Documents Delivered............................................1
ARTICLE II
APPOINTMENT, DUTIES AND
COMPENSATION AS ADMINISTRATOR
Section 2.01 Appointment as Administrator...................................2
Section 2.02 Services and Duties as Administrator...........................3
Section 2.03 Compensation as Administrator..................................5
Section 2.04 Organization and Establishment Costs of Account................6
ARTICLE III
EXPENSES
Section 3.01 Expenses Paid by the Administrator.............................6
Section 3.02 Expenses Paid by the Fund......................................6
ARTICLE IV
LIMITATIONS OF LIABILITY
Section 4.01 Administrator's Liability Limitation...........................7
Section 4.02 Fund's Liability Limitation....................................8
ARTICLE V
DURATION AND TERMINATION
Section 5.01 Term of Agreement..............................................8
ARTICLE VI
CONSULTATION AND RELIANCE
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Section 6.01 Consultation with Counsel...................................9
Section 6.02 Reliance on Certificates....................................9
ARTICLE VII
MISCELLANEOUS
Section 7.01 Certain Relationships......................................10
Section 7.02 Certain Restrictions.......................................10
Section 7.03 Third Parties..............................................10
Section 7.04 Amendments.................................................11
Section 7.05 Captions...................................................11
Section 7.06 Severability...............................................11
Section 7.07 Binding Effect.............................................11
Section 7.08 Notices....................................................11
Section 7.09 Entire Agreement...........................................12
Section 7.10 Applicable Law.............................................12
Section 7.11 Enforcement and Waiver.....................................12
Section 7.12 Authorization..............................................13
Section 7.13 Counterparts...............................................13
Section 7.14 Books and Records..........................................13
Section 7.15 Effectiveness..............................................13
Execution....................................................................14
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INVESTMENT SERVICES FOR EDUCATION ASSOCIATIONS
ADMINISTRATION AGREEMENT
This Agreement, made as of the __ day of _____, 1997, by and between
the Investment Services for Education Associations Trust, a Delaware business
trust (the "Fund"), and Cadre Financial Services Inc., a New York corporation
("Cadre" or the "Administrator").
WHEREAS, the Fund desires to avail itself of the experience, resources,
advice and assistance of Cadre and to have Cadre undertake the duties and
responsibilities hereinafter set forth, on behalf and subject to the supervision
of the Board of Trustees of the Fund, as provided herein; and
WHEREAS, Cadre is willing to undertake to render such services, subject
to the supervision of the Board of Trustees, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants hereinafter set forth, and other good and valuable
consideration, the receipt of which is hereby acknowledged and intending to be
legally bound hereby the parties hereto agree as follows:
ARTICLE I. DELIVERY OF DOCUMENTS
Section 1.01. Documents Delivered. Except as herein otherwise provided,
the Fund has delivered, or will cause to be delivered, to Cadre properly
certified or authenticated copies of each of the following documents and will
deliver to it all future amendments and supplements thereto, if any:
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(a) Amended and Restated Agreement of Trust of the Fund, dated
as of December 11, 1996, (such document, as presently in effect and as the same
may be amended from time to time, is herein called the "Declaration of Trust");
(b) By-laws of the Fund (such By-laws, as presently in effect
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Trustees of the Fund
authorizing the appointment of Cadre as the Administrator of the Fund and
approving the form of this Agreement;
(d) Prospectus of the Fund (such Prospectus in its present form
and as the same may be amended or supplemented from time to time, is herein
called the "Prospectus"); and
(e) A certificate of the Secretary of the Fund setting forth the
names and specimen signatures of the individuals authorized at the time of
delivery of such certificate to act on behalf of the Fund in connection with
matters arising hereunder.
ARTICLE II. APPOINTMENT, DUTIES AND
COMPENSATION AS ADMINISTRATOR
Section 2.01. Appointment as Administrator. The Fund, hereby appoints
Cadre as the Administrator of the Fund on the terms and for the period set forth
in this Agreement, and Cadre hereby accepts such appointment and agrees to
perform the services and duties of the Administrator set forth in Section 2.02
hereof for the compensation provided in Section 2.03 hereof.
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Section 2.02 Services and Duties as Administrator. Subject to the
supervision of the Board of Trustees of the Fund, the Administrator:
(a) shall assist in supervising all aspects of the Fund's
operations, other than (i) its investment operations which are to be managed by
the Fund's adviser pursuant to the investment advisory agreement, (ii) the
marketing of Shares of the Fund, which is to be performed by the Fund's
distributor pursuant to the distribution agreement, and (iii) those operations
which are to be managed by the Fund's custodian pursuant to the custodian
agreement (as each of such Agreements are now in effect and as the same may
hereafter be amended from time to time);
(b) shall act, in performing is duties as Administrator, in
conformity with the Declaration of Trust, the By-Laws and the Prospectus of the
Fund and with the instructions, guidelines, procedures and directions of the
Board of Trustees of the Fund and shall conform to, and comply with, all
applicable federal and state laws and regulations;
(c) shall furnish the Fund, at the sole expenses of the
Administrator, with the services of such persons competent to perform such
administrative and clerical functions as may be necessary from time to time in
order to provide effective administration of the Fund and maintain or provide
for the maintenance of such accounts, books and records as are requested by the
Board of Trustees of the Fund;
(d) shall arrange for the preparation on behalf of the Fund of any
and all required tax returns of the Fund and reports to the Fund's Shareholders
and the periodic updating of the Prospectus;
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(e) shall furnish the Fund, at the sole expense of the Administrator,
with adequate office space and utilities and all necessary office equipment and
related services;
(f) shall determine the per Share net asset value of each
Shareholder's account in the Fund on a daily basis;
(g) shall provide written confirmation of each investment and
withdrawal by a Shareholders (except to the extent confirmation of a withdrawal
is given by delivery to the Shareholders of a cancelled check relating thereto);
(h) shall hold itself available to receive and process, on behalf of
the Fund, applications and registrations from investors desiring to become
Shareholders of the Fund;
(i) shall service all Shareholders accounts in the Fund by, inter
alia, answering inquiries during normal business hours from Shareholders
concerning the status of their respective accounts in the Fund;
(j) shall advise the Board of Trustees from time to time, as
requested by the Board of Trustees, regarding methods of seeking and obtaining
additional Shareholders in the Fund;
(k) shall, at least once each quarter, provide the Board of Trustees
with a detailed evaluation of the performance of the Fund based upon such
factors as the Administrator shall deem appropriate in light of its knowledge
and experience;
(l) shall furnish each Shareholder with monthly statement(s) of its
account(s) in the Fund;
(m) shall, each fiscal quarter, furnish each Shareholder with a copy
of the Fund's financial statements for the fiscal quarter most recently ended;
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(n) shall keep and maintain all financial accounts and records
(other than those required to be maintained by the Fund's Custodian);
(o) shall compile data for, and other than the Fund's Registration
Statement on Form N-1A, prepare for execution and file other reports or other
documents required by Federal, state and other applicable laws and regulations
(other than those required to be filed by the Fund's Custodian);
(p) shall develop compliance procedures and monitor compliance for the
Fund, including without limitation, compliance with applicable law and
regulations, and the Fund's investment objectives, policies and restrictions;
(q) shall provide the Fund with transfer agency services;
(r) determine, together with the Fund's Board of Trustees, the
jurisdictions in which the Fund's shares shall be registered or qualified for
sale or where notices are available and, in connection therewith, the
Administrator shall be responsible for the maintenance of the registration or
qualification of shares for sale or such notices under the securities laws of
any state. Payment of share registration fees and any fees for qualifying or
continuing the qualification of the Fund as a dealer or broker, if applicable,
shall be made by the Fund; and
(s) assist to the extent requested by the Fund and its outside counsel
with the preparation of the Fund's Registration Statement on Form N-1A or any
replacement therefor.
Section 2.03 Compensation as Administrator. For the services to be
rendered and the duties to be assumed by the Administrator pursuant to Section
2.02 of this Agreement, the Fund will pay to the Administrator, and the
Administrator agrees to accept, as full
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compensation therefor a fee equal to an annual rate of 15 basis points (1.5% of
the Fund's average daily net assets).
Section 2.04. Organization and Establishment Costs of Account. The Fund
agrees to reimburse the Administrator for those costs of organizing and
establishing the Fund once the Fund balance exceeds twenty five million
($25,000,000) for thirty consecutive days. In the event of termination pursuant
to Article V of this Agreement, the Fund shall still be liable to the
Administrator for any remaining organization and establishment costs of the
Fund.
ARTICLE III. EXPENSES
Section 3.01. Expenses Paid by the Administrator. The Administrator
shall pay the administrative costs of the Fund such as postage, telephone
charges and computer time, in addition to the expenses to be paid by it pursuant
to paragraphs (c), (e) and (f) of Section 2.02 hereof.
Section 3.02. Expenses Paid by the Fund. All expenses of the Fund not
allocated to the Administrator pursuant to Section 3.01 hereof shall be paid by
the Fund; including, but not limited to the following:
(a) interest and taxes, if any;
(b) brokerage commissions;
(c) expenses of its Board of Trustees;
(d) legal, audit and accounting expenses;
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(e) fees and expenses of the Custodian, and the Adviser, as
provided in the Custodian Agreement and the Investment Advisory Agreement
respectively;
(f) the costs of appropriate insurance written by reputable
insurers for the Board of Trustees and the Fund and its interests;
(g) expenses of preparing reports, notices and meeting material
to existing Shareholders of the Fund which is not primarily intended to result
in sale of Fund shares, the preparation and printing of any supplement or
amendment to any registration statement or prospectus necessary for the
continued effective registration of the shares under the Securities Act of 1933,
as amended, or any state securities law, and the printing and distribution of
the Prospectus to existing Shareholders of the Fund;
(h) all other expenses incidental to holding meetings of the
Fund's Participants; and
(i) such nonrecurring expenses as may arise, including
litigation affecting the Fund and the legal obligations which the Fund may have
to indemnify its officers and Directors with respect thereto.
ARTICLE IV LIMITATIONS OF LIABILITY
Section 4.01. Administrator's Liability Limitation. The Administrator
shall not be liable for any error in 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
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or from reckless disregard by it of its obligations and duties under this
Agreement, provided, however, that this Section 4.01 shall not limit the
Administrator's liability to the Fund with respect to any breaches by it of this
Agreement.
Section 4.02. Fund's Liability Limitation. Reference is hereby made to
the Declaration of Trust which contains certain provisions limiting the
liability of the Board of Trustees, Shareholders officers, employees or agents
of the Fund, and only that portion of the Fund property necessary to satisfy the
obligations of the Fund arising hereunder shall be bound or affected by the
operation of this Agreement.
ARTICLE V. DURATION AND TERMINATION
Section 5.01 Term of Agreement. Unless sooner terminated as provided
herein, this Agreement wil continue in effect until ___________, 1999.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive annual periods, provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Fund's
Board of Trustees who are not interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Fund's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund. Notwithstanding the foregoing, this
Agreement may be terminated at any time, without the payment of any penalty, by
the Fund (by vote of the Fund's Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund), or by the Adviser, on 60 days'
written notice. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
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voting securities," "interested persons" and "assignment"" will have the same
meaning as the meaning of such terms in the Investment Company Act of 1940).
ARTICLE VI. CONSULTATION AND RELIANCE
Section 6.01. Consultation with Counsel. The Administrator may consult
with reputable and experienced legal counsel (who may be counsel to the Fund)
concerning any question that may arise with reference to its duties under this
Agreement, and the opinion of such counsel shall be full and complete protection
in respect of any action taken or omitted by the Administrator in good faith and
in accordance with such opinion provided such action meets the standards of
Section 4.01.
Section 6.02. Reliance on Certificates. The Administrator shall not be
liable and subject to Section 4.01 shall be fully protected in relying upon any
notice, instrument, direction or other communication that the Administrator
reasonably believes (based on the most recent certificate of the Secretary of
the Fund that has been received by the Administrator pursuant to paragraph (f)
of Section 1.01 hereof) to have been given by an individual who is authorized to
act on behalf of the Fund. The Fund agrees that it will supply the Administrator
with certificates of the type described in paragraph (f) of Section 1.01 hereof
from time to time as necessary to keep the information contained therein
current, unless an employee or an affiliate of the Administrator is a trustee or
an officer of the Fund in which case such certificates shall not be required by
this Agreement.
ARTICLE VII. MISCELLANEOUS
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Section 7.01. Certain Relationships. Nothing in this Agreement shall
prevent the Administrator or any officer, director or employee thereof from
acting as investment adviser or manager or administrator for any other person,
firm, corporation or entity and shall not in any way limit or restrict the
Administrator or any of its directors, officers, partners or employees or any of
its affiliates' directors, officers, partners or employees from buying, selling
or trading any investment instruments for its or their own accounts or the
accounts of others (including without limitation other Funds) for whom it or
they may be acting; provided, however, that the Administrator expressly
represents that it will undertake no activities which, in its judgment, will
materially adversely affect the performance of its obligations to the Fund under
this Agreement. Directors, officers, partners, employees and agents of the
Administrator or of affiliated persons of the Administrator may serve as
officers, employees or agents of the Fund.
Section 7.02. Certain Restrictions. Anything in this Agreement to the
contrary notwithstanding, the Administrator shall refrain from any action which
would violate any law, rule or regulation of any governmental body or agency
having jurisdiction over the Fund or its Shareholders or which would not be
permitted by the Fund's Prospectus, Declaration of Trust or By-Laws or by
guidelines, procedures or other directions of the Fund's Board of Trustees.
Section 7.03. Third Parties. When dealing with third parties on behalf
of the Fund in connection with the matters to which this Agreement relates, the
Administrator shall include such recitals in written documents as may be
reasonably requested by the Fund pursuant to the provisions of the Prospectus
and Declaration of Trust regarding the limitation of liability
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of the Board of Trustees, Shareholders, officers, employees and agents of the
Fund to third parties.
Section 7.04. Amendments. This Agreement shall not be modified or
amended without the consent of each party hereto, which consent must be
evidenced by an instrument in writing executed by each party hereto, or by their
respective successors or permitted assigns.
Section 7.05. Captions. The captions in this Agreement are included for
convenience of reference only and shall in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
Section 7.06. Severability. If any provision of this Agreement shall be
held invalid under any applicable statute or regulation or by a decision of a
court of competent jurisdiction, such invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.
Section 7.07. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and, subject to Section 5.01,
their respective successors and permitted assigns.
Section 7.08. Notices. Notices or consents of any kind required or
permitted under this Agreement shall be in writing and shall be deemed duly
delivered if delivered in person or if mailed by certified mail, return receipt
requested, or telegraph, postage prepaid to the appropriate party as follows:
A. If to the Fund:
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_________________________
_________________________
_________________________
with a copy to;
Xxxxxxx X. Xxxxxx, Esquire
Drinker Xxxxxx & Xxxxx
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
B. If to the Administrator:
Xxxxxxx X. Xxxxxxxx, Esq.
Cadre Consulting Services, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
or at such other address or to the attention of such other individual as shall
be specified by the respective parties hereto by written notice hereunder.
Section 7.09. Entire Agreement. This Agreement, and the documents
delivered pursuant hereto, constitute the entire agreement between the parties
hereto with respect to the subject matter hereof.
Section 7.10. Applicable Law. This Agreement shall be deemed to have
been executed in the State of Delaware and the substantive laws of the State of
Delaware shall govern the construction of this Agreement and the rights and
remedies of the respective parties hereto.
Section 7.11. Enforcement and Waiver. Each party hereto shall have the
right at all times to enforce the provisions of this Agreement in strict
accordance with the terms hereof, notwithstanding any conduct or custom on the
part of such party in refraining from so doing at any time or times. The failure
of a party hereto at any time or times to enforce its rights
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under such provisions, strictly in accordance with the same, shall not be
construed as having created a custom in any way or manner contrary to specific
provisions of this Agreement or as having in any way or manner modified or
waived the same. All rights and remedies of the respective parties hereto are
cumulative and concurrent and the exercise of one right or remedy shall not be
deemed a waiver or release of any other right or remedy.
Section 7.12. Authorization. This Agreement has been duly
authorized, executed and delivered by the parties hereto and constitutes a
legal, valid and binding obligation of such parties, enforceable in accordance
with its terms. Each individual signatory hereto represents and warrants that he
is duly authorized to execute this Agreement on behalf of his organization.
Section 7.13 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one and the same instrument.
Section 7.14 Books and Records. In compliance with the requirements of
Rule 31a-3 of the Rules under the Investment Company Act of 1940, the
Administrator hereby agrees that all records which it maintains for the Fund are
the property of the Fund and further agrees to surrender promptly to the Fund
any of such records upon the Fund's request. The Administrator further agrees to
preserve for the periods prescribed by Rule 31a-2 the records required to be
maintained by Rule 31a-1 of the Rules.
Section 7.15. Effectiveness. This Agreement shall take effect as of the
date first above written.
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[INTENTIONALLY LEFT BANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be executed by their officers designated below as of the day and
year first above written and confirmed the day and year written below.
Investment Services for Education Associations
by:___________________________________
Cadre Financial Services, Inc.
by:___________________________________
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