ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of November 1, 1995
by and between FIRST DATA INVESTOR SERVICES GROUP, INC., a
Massachusetts corporation ("FDISG"), and AMBAC TREASURERS 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 FDISG 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 FDISG 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 FDISG to act
as Administrator of the Trust on the terms set forth in this
Agreement. FDISG 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 FDISG to act as
administrator and accounting services provider, the Trust shall so
notify FDISG in writing. If FDISG is willing to render such
services, FDISG 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 FDISG) are modified with respect to such
Fund in writing by the Trust and FDISG 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. FDISG
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 FDISG
with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Trust's Board of Trustees
authorizing the appointment of FDISG 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 AMBAC
Investment Management, Inc. (the "Adviser") and the Trust dated
November 1, 1995;
(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 First Data Investor Services Group, Inc. (the "Transfer
Agent") and the Trust dated November 1, 1995;
(g) The Trust's Registration Statement on Form N-1A
(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 (together, the "Prospectus").
The Trust will furnish FDISG from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing. Furthermore, the Trust will provide
FDISG with any other documents that FDISG may reasonably request
and will notify FDISG as soon as possible of any matter materially
affecting the performance by FDISG of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision
and direction of the Board of Trustees of the Trust, FDISG, 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 FDISG or a corporate affiliate);
(b) Furnishing non-investment related statistical
and research data, data processing services, clerical services,
and internal legal, 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 and any fees for qualifying or continuing
the qualification of the Fund as a dealer or broker shall be made
by the Fund;
(f) Providing the services of certain persons who
may be appointed as officers of the Trust by the Trust's Board of
Trustees;
(g) Providing legal advice and counsel to the Trust
with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the Trust
and assisting in the strategic response to such developments,
counseling and assisting the Trust in routine regulatory
examinations or investigations of the Trust, and working closely
with outside counsel to the Trust in response to any litigation or
non-routine 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 31(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 Trust's Prospectus 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,
FDISG will act in accordance with the Declaration of Trust, By-
Laws, Prospectus 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.
4. Allocation of Expenses. FDISG shall bear all expenses
in connection with the performance of its services under this
Agreement, except as noted below.
(a) FDISG will from time to time employ or associate
with itself such person or persons as FDISG 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 FDISG and the Trust. The compensation of
such person or persons shall be paid by FDISG and no obligation
shall be incurred on behalf of the Trust in such respect.
(b) FDISG 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 FDISG; 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 FDISG, as provided
for in this Agreement, the Trust shall compensate FDISG 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
FDISG for which FDISG will be entitled to xxxx separately. Out-
of-pocket disbursements shall include the items specified in
Schedule C, annexed hereto and incorporated herein.
(d) FDISG 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 FDISG the amount of such billing.
5. Limitation of Liability.
(a) FDISG 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
FDISG'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 FDISG
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 FDISG in the performance of such obligations
and duties or by reason of its reckless disregard thereof. The
Trust and FDISG 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.
(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 three (3) years
(the "Initial Term") unless earlier terminated pursuant to the
terms of this Agreement. Thereafter this Agreement shall
automatically be renewed for successive terms of one (1) year
("Renewal Term") each.
(b) Either party may terminate this Agreement at the
end of the second year of the Initial Term, at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not
than less than ninety (90) days' or more than one hundred-eighty
(180) 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) If a party hereto is guilty of a material
failure to perform its duties and obligations hereunder (a
"Defaulting Party"), the other party (the "Non-Defaulting Party")
may give written notice thereof to the Defaulting Party, and if
such material breach shall not have been remedied within thirty
(30) days after such written notice is given, then the Non-
Defaulting Party may terminate this Agreement by giving thirty
(30) days' written notice of such termination to the Defaulting
Party. In no event shall termination of this Agreement constitute
a waiver of any other rights or remedies of the parties hereto
under this Agreement.
(e) In addition to the other rights of termination
set forth in this Section 6, in the event that FDISG fails to
assume liability for, reimburse the Fund for or otherwise cure any
material loss, claim, damage, liability or expense suffered by the
Trust primarily by reason of the negligence of FDISG in the
performance of its obligations and duties under this Agreement
within thirty (30) days after written notice of such failure by
FDISG, the Trust shall have the unconditional right upon thirty
(30) days' written notice to FDISG to terminate this Agreement
without liability to FDISG on account of such termination. For
purposes of this Section 6(e) only, "material" shall mean an
amount in excess of $15,000. The right of termination set forth
in this Section 6(e) shall exist notwithstanding the limitations
of liability otherwise provided for in this Agreement.
(f) In the event of any termination of any agreement
between the Trust and FDISG (or any affiliated company of FDISG)
pursuant to which transfer agency services are provided to the
Trust, either party shall have the unconditional right to
terminate this Agreement, effective as of the date of termination
of such other agreement, or as soon as reasonably practical
thereafter, by giving thirty (30) days written notice of such
termination to the other party.
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 sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Trust or
FDISG 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:
AMBAC Treasurers Trust
000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Treasurer
To FDISG:
First Data Investor Services Group, Inc.
00 Xxxxx Xxxxxx - XXX000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
(b) This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors
and assigns, provided that this Agreement shall not be assigned to
any person other than a person controllling, controlled by or
under common control with the assignor without the written consent
of the other party.
(c) This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
(d) 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.
(e) 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.
(f) This Agreement and the schedules hereto
constitute the entire agreement between the parties hereto with
respect to the matters described herein.
9. Confidentiality. In connection with the services
provided by the Administrator hereunder, certain confidential and
proprietary information regarding the Administrator and the Trust
may be disclosed to the other. In connection therewith, the
parties agree as follows:
(a) Confidential Information disclosed under this
Agreement shall mean:
(i) any data or information that is
competitively sensitive material, and not generally known to the
public, including, but not limited to, information about the names
of present, prior and potential shareholders and their
representatives, product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results
relating to the past, present or future business activities of the
Administrator or the Trust, their respective parent corporation,
their respective subsidiaries and affiliated companies and the
customers, clients and suppliers or any of the foregoing;
(ii) any scientific or technical information,
design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords the Administrator or the Trust a
competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software,
source code, object code, flow charts, databases, inventions,
know-how, show-how and trade secrets, whether or not patentable or
copyrightable.
(b) Confidential Information includes, without
limitation, all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing which now exist or come into the
control or possession of the party.
(c) Except as expressly authorized by prior written
consent of the disclosing party ("Discloser"), the party receiving
Confidential Information ("Recipient") shall:
(i) limit access to Discloser's Confidential
Information to Recipient's employees who have a need-to-know in
connection with the subject matter thereof;
(ii) advise those employees who have access to
the Confidential Information of the proprietary nature thereof and
of the obligations set forth in this Confidentiality Agreement;
(iii) take appropriate action by instruction or
agreement with the employees having access to Discloser's
Confidential Information to fulfill Recipient's obligations under
this Confidentiality Agreement;
(iv) safeguard all of Discloser's Confidential
Information by using a reasonable degree of care, but not less
than that degree of care used by Recipient in safeguarding its own
similar information or material;
(v) use all of Discloser's Confidential
Information solely for purposes that it was intended;
(vi) not disclose any of Discloser's
Confidential Information to third parties; and
(vii) not disclose the existence of the
discussions to any third party.
(d) Upon Discloser's request, Recipient shall
surrender to Discloser all memoranda, notes, records, drawings,
manuals, records, and other documents or materials (and all copies
of same) relating to or containing Discloser's Confidential
Information. When Recipient returns the materials, Recipient
shall certify in writing that it has returned all materials
containing or relating to the Confidential Information.
(e) The obligations of confidentiality and
restriction on use in this Section 9 shall not apply to any
Confidential Information that Recipient proves:
(i) was in the public domain prior to the date
of this Agreement or subsequently came into the public domain
through no fault of Recipient; or
(ii) was lawfully received by Recipient from a
third party free of any obligation of confidence to the third
party; or
(iii) was already in Recipient's possession
prior to receipt from Discloser; or
(iv) is required to be disclosed in a judicial
or administrative proceeding after all reasonable legal remedies
for maintaining such information in confidence have been exhausted
including, but not limited to, giving Discloser as much advance
notice as practical of the possibility of disclosure to allow
Discloser to stop such disclosure or obtain a protective order
concerning such disclosure; or
(v) is subsequently and independently
developed by Recipient's employees, consultants or agents without
reference to Confidential Information.
(f) The Trust and the Administrator agree that money
damages would not be a sufficient remedy for breach of this
Section 9. Accordingly, in addition to all other remedies that
either party may have, a party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy
for any breach of this Agreement. The parties agree to waive any
requirement for a bond in connection with any such injunctive or
other equitable relief.
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.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Small
Xxxxxxx X. Small
Title: Executive Vice President
AMBAC TREASURERS TRUST
By: /s/ W. Xxxxx Xxxxxxxx
W. Xxxxx Xxxxxxxx
Title: President
SCHEDULE A
SERIES OF THE TRUST
* AMBAC U.S. Treasury Money Market
Fund
* AMBAC U.S. Government Money Market
Fund
* AMBAC Short-Term U.S. Government
Income Fund
SCHEDULE B
AMBAC FEE SCHEDULE FOR
FUND ADMINISTRATION AND
FUND ACCOUNTING SERVICES
1. Administration Charges*
First $500 million of Trust average net assets 5
basis points per annum
Next $500 million of Trust average net assets 4 basis
points per annum
Over $1 billion of Trust average net assets 3
basis points per annum
Trust monthly minimum $10,000
*Based on average daily net assets of the Trust
2. Fund Accounting Charges
Fund Assets (in millions)** Monthly Fee
(per Fund)
0 - $ 50 $3,000
$50 - $200 $4,000
Over $200 $5,000
**Based on monthly average net assets
Notes:
(1) There is an additional fee of $10,000 per Fund
annually for each additional
class of shares.
(2) Global fund accounting fees, defined as Funds
possessing more than 25% in
non-domestic assets, are charged at 150% of the above
fees.
SCHEDULE C
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses are limited to the following
items:
- Postage (including overnight or other courier
services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating charges
- Pricing services
- Forms and supplies
- Travel expenses
- Vendor set-up charges for Blue Sky services
- Such other expenses as are agreed to by FDISG
and the Trust
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