ADMINISTRATION AGREEMENT
This Administration Agreement is made as of February 13, 2004 by and
between PFM Asset Management LLC, a Delaware limited liability company ("PFM"),
and Cadre Institutional Investors Trust, a Delaware business trust (the
"Trust").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain PFM to render certain
administrative and fund accounting services to those series of the Trust
described in Schedule A hereto, as from time to time amended (each a "Fund" and,
collectively, the "Funds"), and PFM is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints PFM to act as Administrator of
the Trust on the terms set forth in this Agreement. PFM accepts such appointment
and agrees to render the services herein set forth for the compensation provided
for in Schedule B, annexed hereto and incorporated herein.
In the event that the Trust establishes additional series with
respect to which the Trust decides to retain PFM to act as administrator and
accounting services provider, the Trust shall so notify PFM in writing. If PFM
is willing to render such services, PFM shall notify the Trust in writing
whereupon such portfolio shall be deemed to be a Fund hereunder and shall be
subject to the provisions of this Agreement except to the extent that said
provisions (including those relating to the compensation payable by the Funds to
PFM) are modified with respect to such Fund in writing by the Trust and PFM at
the time. Without limiting the foregoing, it is understood that the Trust will
from time to time issue separate series or classes of shares and may classify
and reclassify shares of any such series or class. PFM shall identify to each
such series or class property belonging to such series or class and in such
reports, confirmations and notices to the Trust called for under this Agreement
shall identify the series or class to which such report, confirmation or notice
pertains.
2. Delivery of Documents. The Trust has furnished PFM with copies properly
certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of PFM to provide certain administrative services to the Fund and
approving this Agreement;
(b) The Trust's Certificate of Trust filed with the Secretary of the
State of Delaware on June 27, 1995, the Trust's Declaration of Trust and all
amendments thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto (the "By-Laws");
(d) The Investment Advisory Agreement between PFM (the "Adviser")
and the Trust dated as of February 13, 2004;
(e) The Custody Agreement between Bankers Trust Company (the
"Custodian") and the Trust dated November 1, 1995;
(f) The Transfer Agency and Services Agreement between PFM (the
"Transfer Agent") and the Trust dated as of February 13, 2004;
(g) The Trust's Registration Statement on Form N-lA (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-94206 and 811-9064), as filed with the Securities and Exchange
Commission ("SEC") on June 30, 1995, relating to the Trust's shares of
beneficial ownership, $.001 par value per share, and all amendments thereto; and
(h) The Trust's most recent prospectus and statement of additional
information for each Fund(together, the "Prospectus").
The Trust will furnish PFM from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide PFM with any other documents that
PFM may reasonably request and will notify PFM as soon as possible of any matter
materially affecting the performance by PFM of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, PFM, as Administrator, will assist in
supervising various aspects of the Trust's administrative operations and
undertakes to perform the following specific services:
(a) Maintaining such office facilities as necessary to provide the
services hereafter set forth (which may be in the offices of PFM or a corporate
affiliate);
(b) Furnishing non-investment related statistical and research data,
data processing services, clerical services, executive and administrative
services, and stationery and office supplies in connection with its services
hereunder;
(c) Furnishing corporate secretarial services including preparation
and distribution of materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's Registration
Statement and any Pre-Effective and Post-Effective Amendments to the Trust's
Registration statement, Notices of Annual or Special Meetings of Shareholders
and Proxy materials relating to such Meetings;
(e) Assisting in the determination of the jurisdictions in which the
Trust's shares will be registered or qualified for sale and, in connection
therewith, shall be responsible for the initial registration or qualification
and the maintenance of such registration or qualification of such shares for
sale under the securities laws of each state in which it is determined shares
should be registered or qualified. Payment of share registration fees shall be
made by the Fund;
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(f) Providing the services of certain persons who may be appointed
as officers of the Trust by the Trust's Board of Trustees;
(g) Assisting the Trust in routine regulatory examinations of the
Trust, and working closely with outside counsel to the Trust in response to any
litigation, investigations or regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance
of such accounts, books and records of the Trust as may be required by Section 3
1(a) of the 1940 Act and the rules thereunder, transmitting to the Custodian
instructions received from the Adviser for the purchase and sale of Trust assets
and ensuring proper settlement related thereto);
(i) Internal auditing services;
(j) Valuing the Trust's assets and calculating the net asset value
of the shares of the Fund on each business day as set forth in the Prospectus of
each Fund in accordance with such procedures as may be adopted by the Board of
Trustees of the Trust;
(k) Accumulating information for and, subject to approval by the
Trust's Treasurer, preparing all required financial statements for the Trust and
preparing reports to the Trust's shareholders of record and the SEC including,
but not necessarily limited to, Annual and Semi-Annual Reports to shareholders,
Semi-Annual Reports on Form N-SAR and Notices pursuant to Rule 24f-2;
(l) Preparing and filing the Trust's tax returns;
(m) Monitoring compliance by the Trust with the Fund's investment
objective, policies, restrictions, tax matters and applicable laws and
regulations, including the 1940 Act, and performing related daily and monthly
compliance tests; and
(n) Preparing and furnishing the Trust (at the Trust's request) with
performance information (including yield, capital gain (loss) and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases and any Nationally Recognized Statistical Rating
organization (after first consulting with the Trust's treasurer) such
information as may reasonably be requested.
In performing its duties as Administrator of the Trust, PFM will act
in accordance with the Declaration of Trust, By-Laws, Prospectus of each Fund
and with the instructions and directions of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act and the
rules thereunder and all other applicable federal or state laws and regulations.
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4. Allocation of Expenses and Fees. PFM shall bear all expenses in
connection with the performance of its services under this Agreement, except as
noted below.
(a) PFM will from time to time employ or associate with itself such
person or persons as PFM may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees who are employed by both PFM and the Trust. The compensation of
such person or persons shall be paid by PFM and no obligation shall be incurred
on behalf of the Trust in such respect.
(b) PFM shall not be required to pay any of the following expenses
incurred by the Trust: membership dues in the Investment Company Institute or
any similar organization; investment advisory expenses; costs of printing and
mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; taxes and fees payable to Federal, state
and other governmental agencies; fees of Trustees of the Trust who are not
affiliated with PFM; outside auditing expenses; outside legal expenses; or other
expenses not specified in this Section 4 which may be properly payable by the
Trust.
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made to PFM, as provided for in this Agreement, the Trust
shall compensate PFM for its services rendered pursuant to this Agreement in
accordance with the fees set forth in Schedule B, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket disbursements of PFM
for which PFM will be entitled to xxxx separately. Out-of-pocket disbursements
shall include the items specified in Schedule C, annexed hereto and incorporated
herein.
(d) PFM will xxxx the Trust as soon as practicable after the end of
each calendar month, and said xxxxxxxx will be detailed in accordance with the
out-of-pocket schedule. The Trust will promptly pay to PFM the amount of such
billing.
5. Limitation of Liability.
(a) PFM shall not be liable to the Trust for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from PFM's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Trust will indemnify PFM against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the willful misfeasance, bad faith or gross
negligence of PFM in the performance of such obligations and duties or by reason
of its reckless disregard thereof. The Trust and PFM agree that the obligations
of the Trust under this Agreement shall not be binding upon any of the members
of the Trust's Board of Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Board of Trustees and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such members of the
Board of 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 assets and property of the
Trust as provided in the Declaration of Trust.
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(b) In no event and under no circumstances shall either party to
this Agreement be liable to the other party for consequential or indirect loss
of profits, reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall become effective on the date hereof and
shall continue for a period of two (2) years (the "Initial Term") unless earlier
terminated pursuant to the terms of this Agreement. Thereafter this Agreement
may be renewed for successive terms of one (1) year ("Renewal Term") each,
provided, that each such Renewal Term is approved by the Board of Trustees of
the Trust, including the vote of a majority of the Trustees who are not
"Interested Persons," as defined by the 1940 Act and the rules thereunder, of
the Trust.
(b) Either party may terminate this Agreement, without penalty, at
any time upon not than less than sixty (60) days' prior written notice to the
other party.
(c) In the event a termination notice is given by the Trust, all
reasonable out of pocket expenses associated with movement of records and
materials and conversion thereof will be borne by the Trust.
(d) This Agreement shall terminate automatically in the event of its
"assignment," as such term is defined by the 1940 Act and the rules thereunder.
7. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is bought.
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8. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or PFM shall be sufficiently given
if addressed to the party and received by it at its office set forth below or at
such other place as it may from time to time designate in writing.
To the Trust:
Cadre Institutional Investors Trust
PFM Asset Management
Xxx Xxxxxxxx Xxxxx
Xxxxx 000
X. Xxxxx and Xxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Treasurer
To PFM:
PFM Asset Management
Two Xxxxx Square
Suite 0000
00xx xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
(b) This Agreement shall be construed in accordance with the laws of
the State of New York.
(c) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(d) The captions of 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.
(e) This Agreement and the schedules hereto constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed and delivered by their duly authorized officers as of the
date first written above.
PFM Asset Management LLC
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
Cadre Institutional Investors Trust
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
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SCHEDULE A
The Administration Agreement shall be applicable to the following series of the
Trust:
Cadre Liquid Asset Fund - U.S. Government Series
Cadre Liquid Asset Fund - Money Market Series
Cadre Affinity Fund - U.S. Government Series
Cadre Affinity Fund - Money Market Series
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
U.S. Government Money Market Portfolio
Money Market Portfolio
SCHEDULE B
FEE SCHEDULE FOR FUND ADMINISTRATION SERVICES
Administration Charges*
All Funds Covered By This Agreement Other Than Cadre Reserve Fund - U.S.
Government Series and Cadre Reserve Fund - Money Market Series
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First $250 million of Fund's average daily net assets 19 basis points per annum
Next $750 million of Fund's average daily net assets 16.5 basis points per annum
Over $1 billion of Fund's average daily net assets 14 basis points per annum
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
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First $250 million of Fund's average daily net assets 10 basis points per annum
Next $750 million of Fund's average daily net assets 7.5 basis points per annum
Over $1 billion of Fund's average daily net assets 5 basis points per annum
*Based on average daily net assets of the applicable Fund.
Expense Limitation Agreement
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PFM agrees to pay or to absorb the operating expenses of each Fund
that receives services pursuant to this Agreement (including any fees or expense
reimbursements payable to PFM or any affiliate of PFM pursuant to this Agreement
or any other agreement, but excluding interest, taxes, brokerage commissions,
litigation expenses and extraordinary expenses of each Fund) ("Operating
Expenses"), and including a Fund's share of the Operating Expenses of any series
of the Trust in which the Fund invests substantially all of its assets, which
exceed in the aggregate the following per annum rates as a percentage of a
Fund's average daily net assets (the "Expense Limitation"):
Expense Limitation
Name of Fund (% of Fund's average daily net assets)
------------ --------------------------------------
Cadre Liquid Asset Fund - U.S. Government Series 0.65%
Cadre Liquid Asset Fund - Money Market Series N/A
Cadre Affinity Fund - U.S. Government Series 0.75%
Cadre Affinity Fund - Money Market Series N/A
Cadre Reserve Fund - U.S. Government Series 0.33%
Cadre Reserve Fund - Money Market Series 0.30%
SweepCash U.S. Government Money Market Fund 0.65%
SweepCash Money Market Fund 0.67%
The Expense Limitation will remain in effect as to each Fund unless
and until the Board of Trustees of the Trust approves its modification or
termination; provided, however, that the Expense Limitation will terminate as to
a Fund in the event that any agreement now in effect between the Trust on behalf
of such Fund and PFM (or any affiliate of PFM) (including for this purpose any
agreement between the Trust, on behalf of any series of the Trust in which such
Fund invests substantially all of its assets, and PFM or any affiliate of PFM)
is terminated by the Trust without the consent of PFM or the PFM affiliate that
is a party to such agreement.
Excess Expense Reimbursement Agreement
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The Trust, on behalf of each Fund subject to the Expense Limitation,
agrees to carry forward, and to reimburse PFM out of the assets belonging to
such Fund for, any Operating Expenses of such Fund in excess of the Expense
Limitation that are paid or assumed by PFM pursuant to the agreement set forth
in the paragraph above, regardless of the year in which such excess expenses
were incurred. Such reimbursement will be made as promptly as possible, and to
the maximum extent permissible, without causing the Operating Expenses of the
applicable Fund for any year to exceed the Expense Limitation. This agreement of
the Trust to reimburse PFM for excess expenses of any Fund paid or absorbed by
PFM shall terminate in the event PFM or any affiliate of PFM terminates any
agreement now in effect between the Trust on behalf of such Fund and PFM (or any
affiliate of PFM) (including for this purpose any agreement between the Trust,
on behalf of any series in which such Fund invests substantially all of its
assets, and PFM or any affiliate of PFM) without the consent of the Trust.
