TRANS ADVISER FUNDS, INC.
ADMINISTRATION AGREEMENT
AGREEMENT made the 24th day of October, 1996, between Trans Adviser
Funds, Inc. (the "Corporation"), a corporation organized under the laws of the
State of Maryland with its principal place of business at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxx 00000, and Forum Administrative Services, LLC (the
"Administrator"), a corporation organized under the laws of the State of
Delaware with its principal place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000.
WHEREAS, the Corporation is registered under the Investment Company Act
of 1940, as amended (the "Act") as an open-end management investment company and
may issue its shares of common stock, no par value (the "Shares"), in separate
series and classes; and
WHEREAS, the Corporation desires that the Administrator perform
administrative services for series of the Corporation now existing or that in
the future may be created, and for classes that may in the future be created in
each of the separate investment portfolios of the Corporation as listed on
Schedule A hereto, as it may be amended from time to time (each a "Fund" and,
collectively, the "Funds") and the Administrator is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Corporation and the Administrator do hereby
agree as follows:
SECTION 1. APPOINTMENT
The Corporation hereby appoints the Administrator, and the Administrator
hereby agrees, to act as administrator of the Corporation for the period and on
the terms set forth in this Agreement. In connection therewith, the Corporation
has delivered to the Administrator copies of its Articles of Incorporation and
Bylaws, the Corporation's Registration Statement and all amendments thereto
filed pursuant to the Securities Act of 1933, as amended (the "Securities Act")
or the Act (the "Registration Statement") and the current Prospectus and
Statement of Additional Information of each Fund (collectively, as currently in
effect and as amended or supplemented, the "Prospectus") and shall promptly
furnish the Administrator with all amendments of or supplements to the
foregoing.
(a) Subject to the direction and control of the Board, the Administrator
shall manage all aspects of the Corporation's operations with respect to the
Funds except those which are the responsibility of the investment adviser or
advisers to the Fund or Funds (the "Adviser"), all in such manner and to such
extent as may be authorized by the Board.
(b) With respect to the Corporation or each Fund, as applicable, the
Administrator shall:
(i) oversee (A) the preparation and maintenance by the Adviser and
the Corporation's custodian, transfer agent, dividend disbursing
agent and fund accountant (or if appropriate, prepare and
maintain) in such form, for such periods and in such locations as
may be required by applicable law, of all documents and records
relating to the operation of the Corporation required to be
prepared or maintained by the Corporation or its agents pursuant
to applicable law; (B) the reconciliation of account information
and balances among the Adviser and the Corporation's custodian,
transfer agent, dividend disbursing agent and fund accountant;
(C) the transmission of purchase and redemption orders for
Shares; (D) the notification to the Adviser of available funds
for investment; and (E) the performance of fund accounting,
including the calculation of the net asset value of the Shares;
(ii) oversee the performance of administrative and professional
services rendered to the Corporation by others, including its
custodian, transfer agent and dividend disbursing agent as well
as legal, auditing and shareholder servicing and other services
performed for the Funds;
(iii) be responsible for the preparation and the printing of the
periodic updating of the Registration Statement and Prospectus,
tax returns, and reports to shareholders, the Securities and
Exchange Commission and state securities commissions;
(iv) be responsible for the preparation of proxy and information
statements and any other communications to shareholders;
(v) at the request of the Board, provide the Corporation with
adequate general office space and facilities and provide persons
suitable to the Board to serve as officers of the Corporation;
(vi) provide the Corporation, at the Corporation's expense, with the
services of persons, who may be officers of the Corporation,
competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective
operations of the Corporation;
(vii) prepare, file and maintain the Corporation's governing
documents, including the Articles of Incorporation, the Bylaws
and minutes of meetings of Directors and shareholders;
(viii) with the approval of the Corporation's counsel and cooperation
from the Adviser and other relevant parties, prepare and
disseminate materials for meetings of the Board of Directors;
(ix) monitor sales of Shares and ensure that such Shares are properly
and duly registered with the Securities and Exchange Commission
and applicable state securities commissions;
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(x) oversee the calculation of performance data for dissemination to
information services covering the investment company industry,
for sales literature of the Corporation and other appropriate
purposes;
(xi) oversee the determination of the amount of and supervise the
declaration of dividends and other distributions to shareholders
as necessary to, among other things, maintain the qualification
of each Fund as a regulated investment company under the Internal
Revenue Code of 1986, as amended, and prepare and distribute to
appropriate parties notices announcing the declaration of
dividends and other distributions to shareholders; and
(xii) advise the Corporation and its Board of Directors on matters
concerning the Corporation and its affairs.
(c) The books and records pertaining to the Corporation which are in
possession of the Administrator shall be the property of the Corporation. The
Corporation, or the Corporation's authorized representatives, shall have access
to such books and records at all times during the Administrator's normal
business hours. Upon the reasonable request of the Corporation, copies of any
such books and records shall be provided promptly by the Administrator to the
Corporation or the Corporation's authorized representatives. In the event the
Corporation designates a successor to any of the Administrator's obligations
hereunder, the Administrator shall, at the expense and direction of the
Corporation, transfer to such successor all relevant books, records and other
data established or maintained by the Administrator under this Agreement.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY
(a) The Administrator shall use its best judgment and efforts in
rendering the services described in this Agreement. The Administrator shall not
be liable to the Corporation for any action or inaction of the Administrator in
the absence of bad faith, willful misconduct or gross negligence or based upon
information, instructions or requests with respect to a Fund made to the
Administrator by an officer of the Corporation duly authorized. The
Administrator shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement caused by circumstances
beyond its reasonable control.
(b) The Corporation agrees to indemnify and hold harmless the
Administrator, its employees, agents, officers and trustees against and from any
and all claims, judgments, losses, charges (including attorneys' fees) and other
reasonable expenses arising out of the Administrator's actions or omissions that
are consistent with the standard of care set forth in paragraph (a) of this
section.
(c) The Administrator agrees to indemnify and hold harmless the
Corporation, its employees, agents, officers and trustees against and from any
and all claims, judgments, losses, charges (including attorneys' fees) and other
reasonable expenses arising out of the Administrator's actions or omissions that
are not consistent with the standard of care set forth in paragraph (a) of this
section.
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(d) Neither party shall be required to indemnify the other if, prior to
confessing any claim against it which may be subject to indemnification, the
indemnified party does not give the indemnifying party written notice of, and
reasonable opportunity to defend against, the claim.
SECTION 4. EXPENSES
Subject to any agreement by the Adviser or other person to reimburse any
expenses of the Corporation that relate to the Funds, the Corporation shall be
responsible for and assumes the obligation for payment of all of its reasonable
expenses, including: (a) the fee payable under Section 5 hereof; (b) the fees
payable to the Adviser under an agreement between the Adviser and the
Corporation; (c) expenses of issue, repurchase and redemption of Shares; (d)
interest charges, taxes and brokerage fees and commissions, including the fees
and commissions of introducing brokers; (e) premiums of insurance for the
Corporation, its Directors and officers and fidelity bond premiums; (f) fees,
interest charges and expenses of third parties, including the Corporation's
custodian, transfer agent, dividend disbursing agent and fund accountant; (g)
fees of pricing, interest, dividend, credit and other reporting services; (h)
costs of membership in trade associations; (i) telecommunications expenses; (j)
funds transmission expenses; (k) auditing, legal and compliance expenses; (l)
costs of forming the Corporation and maintaining its existence; (m) costs of
preparing and printing Corporation's Prospectuses, subscription application
forms and shareholder reports and delivering them to existing shareholders; (n)
expenses of meetings of shareholders and proxy solicitations therefor; (o) costs
of maintaining books of original entry for portfolio and fund accounting and
other required books and accounts, of calculating the net asset value of Shares
of the Corporation and of preparing tax returns; (p) costs of reproduction,
stationery and supplies; (q) fees and expenses of the Corporation's Directors;
(r) compensation of the Corporation's officers and employees who are not
employees of the Adviser or the Administrator or their respective affiliated
persons and costs of other personnel (who may be employees of the Adviser, Forum
or their respective affiliated persons) performing services for the Corporation;
(s) costs of Director meetings; (t) Securities and Exchange Commission
registration fees and related expenses; (u) state or foreign securities laws
registration fees and related expenses; and (v) all fees and expenses paid by
the Corporation in accordance with any distribution plan adopted pursuant to
Rule 12b-1 under the Act or under any shareholder service plan or agreement.
SECTION 5. COMPENSATION
(a) For the administrative services provided by the Administrator
pursuant to this Agreement, the Corporation shall pay the Administrator, with
respect to each of the Funds, a fee at an annual rate equal to the amount set
forth in Schedule B hereto. Such fees shall be accrued by the Corporation daily
and shall be payable monthly in arrears on the first day of each calendar month
for services performed under this Agreement during the prior calendar month.
Upon the termination of this Agreement, the Corporation shall pay to the
Administrator such compensation as shall be payable prior to the effective date
of such termination.
(b) Notwithstanding anything in this Agreement to the contrary, the
Administrator and its affiliated persons may receive compensation or
reimbursement from the Corporation with respect to (i) the provision of services
on behalf of the Funds in accordance with any distribution
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plan adopted by the Corporation pursuant to Rule 12b-1 under the Act, (ii) the
provision of shareholder support or other services or (iii) service as a
Director or officer of the Corporation.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date on which the
Corporation's Registration Statement becomes effective, and shall relate to
every Fund of the Corporation as of the date on which the Corporation's
Registration Statement relating to the Shares of such Fund becomes effective.
(b) This Agreement shall continue in effect for twelve months as it
pertains to a Fund and, thereafter, shall be automatically renewed each year for
an additional term of one year with respect to such Fund.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board on 60 days' written notice
to the Administrator or (ii) by the Administrator on 60 days' written notice to
the Corporation.
SECTION 7. ACTIVITIES OF ADMINISTRATOR
Except to the extent necessary to perform its obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the
Administrator's right, or the right of any of its officers, directors or
employees (whether or not they are a Director, officer, employee or other
affiliated person of the Corporation) to engage in any other business or to
devote time and attention to the administration or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, company, firm, individual or association.
SECTION 8. CONFIDENTIALITY
The Administrator agrees to treat all records and other information
related to the Corporation as proprietary information of the Corporation and, on
behalf of itself and its employees, to keep confidential all such information,
except that the Administrator may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the Securities and Exchange
Commission;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the
Corporation, which approval shall not be unreasonably withheld and may not be
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.
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SECTION 9. MISCELLANEOUS
(a) Except for the Schedules, no provisions of this Agreement may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of a Fund.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(d) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(f) The terms "vote of a majority of the outstanding voting securities,"
"interested person," and "affiliated person" shall have the meanings ascribed
thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
TRANS ADVISER FUNDS, INC.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
President
FORUM ADMINISTRATIVE SERVICES, LLC
/s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
President
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TRANS ADVISER FUNDS, INC.
ADMINISTRATION AGREEMENT
Schedule A
FUNDS OF
TRANS ADVISER FUNDS, INC.
as of October 24, 1996
Growth/Value Fund
Aggressive Growth Fund
Intermediate Bond Fund
Kentucky Tax-Free Fund
Tennessee Tax-Free Fund
Money Market Fund
Schedule B
ADMINISTRATION FEES
An annual fee equal to the greater of $25,000 or 0.15% of
the annual average daily net assets of each Fund
