CASH ACCUMULATION TRUST
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this ____ day of April, 1997 between CASH
ACCUMULATION TRUST, a Massachusetts business trust (the "Trust"), and PIMCO
Advisors L.P., a general partnership organized under the laws of California (the
"Administrator" or "PALP").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established one series, which is designated as the
Active Short-Term Fund with respect to which the Trust desires to retain the
Administrator to render administrative services hereunder, and with respect to
which the Administrator is willing to do so, such series being herein referred
to as the "Fund"; and
WHEREAS, pursuant to an Investment Advisory Contract dated April __, 1997,
between the Trust and Columbus Circle Investors ("CCI") (the "Investment
Advisory Contract"), the Trust has retained CCI to provide investment advisory
services with respect to the Fund in the manner and on the terms set forth
therein; and
WHEREAS, the Trust wishes to retain PALP to provide administrative and
other services to the Trust with respect to the Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, PALP is willing to furnish such services in the manner and on the
terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. APPOINTMENT. The Fund hereby appoints PALP as administrator to
provide administrative and other services with respect to the Fund for the
period and on the terms set forth in this Agreement. The Administrator accepts
such appointment and agrees
during such period to render the services herein set forth for the compensation
herein provided.
In the event the Trust establishes and designates additional series with
respect to which it desires to retain the Administrator to render administrative
and other services hereunder, it shall notify the Administrator in writing. If
the Administrator is willing to render such services it shall notify the Trust
in writing, whereupon such additional series shall become a Fund hereunder.
2. DUTIES. Subject to the general supervision of the Board of Trustees,
the Administrator shall provide or arrange for the provision of all
administrative and other services reasonably necessary for the operation of the
Fund other than the investment advisory services provided pursuant to the
Investment Advisory Contract.
(a) ADMINISTRATIVE SERVICES. These services shall include the
following: (i) coordinating matters relating to the operation of the Fund
including any necessary coordination among the adviser or advisers to the
Fund, the custodian, transfer agent, dividend disbursing agent, and
recordkeeping agent (including pricing and valuation of the Fund),
accountants, attorneys, and other parties performing services or
operational functions for the Fund; (ii) providing the Fund, at the
Administrator's expense, with the services of a sufficient number of
persons competent to perform such administrative and clerical functions as
are necessary to ensure compliance with federal securities laws as well as
other applicable laws and to provide effective administration of the Fund;
(iii) maintaining or supervising the maintenance by third parties of such
books and records of the Trust and the Fund as may be required by
applicable federal or state law other than the records and ledgers
maintained under the Investment Advisory Contract; (iv) preparing or
supervising the preparation by third parties of all federal, state, and
local tax returns and reports of the Fund required by applicable law; (v)
preparing, filing, and arranging for the distribution of proxy materials
and periodic reports to shareholders of the Fund as required by applicable
law; (vi) preparing and arranging for the filing of such registration
statements and other documents with the SEC and other federal and state
regulatory authorities as may be required to register the shares of the
Fund and qualify the Trust to do business or as otherwise required by
applicable law; (vii) taking such other action with respect to the Fund as
may be required by applicable law, including without limitation the rules
and regulations of the SEC and of state securities commissions and other
regulatory agencies; and (viii) providing the Fund, at the Administrator's
expense, with adequate personnel, office space, communications facilities,
and other facilities necessary for the Fund's operations as contemplated in
this Agreement.
(b) OTHER SERVICES. The Administrator shall also procure on behalf
of the Trust and the Fund, and at the expense of the Administrator, the
following persons to provide services to the Fund: (i) a custodian or
custodians for the Fund to provide for
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the safekeeping of the Fund's assets; (ii) a recordkeeping agent to
maintain the portfolio accounting records for the Fund; (iii) a transfer
agent for the Fund; and (iv) a dividend disbursing agent for the Fund. The
Trust may be a party to any agreement with any of the persons referred to
in this Section 3(b).
(c) The Administrator shall also make its officers and employees
available to the Board of Trustees and officers of the Trust for
consultation and discussions regarding the administration of the Fund and
services provided to the Fund under this agreement.
(d) In performing these services, the Administrator:
(i) Shall conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees, and with the provisions of the Trust's Registration Statement
filed on Form N-1A as supplemented or amended from time to time.
(ii) Will make available to the Trust, promptly upon request, any
of the Fund's books and records as are maintained under this Agreement, and
will furnish to regulatory authorities having the requisite authority any
such books and records and any information or reports in connection with
the Administrator's services under this Agreement that may be requested in
order to ascertain whether the operations of the Trust are being conducted
in a manner consistent with applicable laws and regulations.
(iii) Will regularly report to the Trust's Board of Trustees
on the services provided under this Agreement and will furnish the Trust's
Board of Trustees with respect to the Funds such periodic and special
reports as the Trustees may reasonably request.
3. DOCUMENTATION. The Trust has delivered copies of each of the
following documents to the Administrator and will deliver to it all future
amendments and supplements thereto, if any:
(a) the Trust's Registration Statement as filed with the SEC and any
amendments thereto; and
(b) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
4. INDEPENDENT CONTRACTOR. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein
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or authorized by the Board of Trustees of the Trust from time to time, have no
authority to act for or represent the Trust in any way or otherwise be deemed
its agent.
5. COMPENSATION. As compensation for the services rendered under this
Agreement, the Trust shall pay to the Administrator a monthly fee, calculated as
a percentage (on an annual basis) of the average daily value of the net assets
of the Fund during the preceding month. The fee rate applicable to the Fund
shall be set forth in a schedule to this Agreement. The fees payable to the
Administrator for the Fund shall be computed and accrued daily and paid monthly.
If the Administrator shall serve for less than any whole month, the foregoing
compensation shall be prorated.
6. NON-EXCLUSIVITY. It is understood that the services of the
Administrator hereunder are not exclusive, and the Administrator shall be free
to render similar services to other investment companies and other clients.
7. EXPENSES. During the term of this Agreement, the Administrator will
pay all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are assumed by the Fund under this Agreement,
and any expenses that are paid under the terms of the Investment Advisory
Contract. The Administrator assumes and shall pay for maintaining its staff and
personnel and shall, at its own expense, provide the equipment, office space,
office supplies (including stationery), and facilities necessary to perform its
obligations under this Agreement. In addition, the Administrator shall bear the
following expenses under this Agreement:
(a) Expenses of all audits by Trust's independent public accountants;
(b) Expenses of the Trust's transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including any
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of the
Fund's net assets;
(e) Expenses of obtaining Portfolio Activity Reports for the Fund;
(f) Expenses of maintaining the Trust's tax records;
(g) Costs and/or fees, including legal fees, incident to meetings of
the Trust's shareholders, the preparation, printing and mailings of
prospectuses, notices and proxy statements and reports of the Trust to its
shareholders, the filing of reports with regulatory bodies, the maintenance
of the Trust's existence and qualification to do
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business, and the expense of issuing, redeeming, registering and qualifying
for sale, shares with federal and state securities authorities;
(h) The Trust's ordinary legal fees, including the legal fees that
arise in the ordinary course of business for a Massachusetts business trust
registered as an open-end management investment company;
(i) Costs of printing certificates, if any, representing shares of
the Trust;
(j) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums; and
(k) Association membership dues.
The Trust shall bear the following expenses:
(a) Salaries and other compensation or expenses, including travel
expenses, of any of the Trust's executive officers and employees, if
any, who are not officers, directors, stockholders, partners or
employees of the Administrator or its subsidiaries or affiliates;
(b) Taxes and governmental fees, if any, levied against the Trust or
the Fund;
(c) Brokerage fees and commissions, and other portfolio transaction
expenses incurred for the Fund;
(d) Costs, including the interest expenses, of borrowing money;
(e) Fees and expenses, including travel expenses, and fees and
expenses of legal counsel retained for their benefit, of trustees of
the trust who are not officers, employees, partners or shareholders of
the Administrator or its subsidiaries or affiliates;
(f) Extraordinary expenses, including extraordinary legal expenses,
as may arise including expenses incurred in connection with
litigation, proceedings, other claims and the legal obligations of the
Trust to indemnify its trustees, officers, employees, shareholders,
distributors, and agents with respect thereto;
(g) Organizational and offering expenses of the Trust and the Fund,
and any other expenses which are capitalized in accordance with
generally accepted accounting principles; and
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(h) Any expenses allocated or allocable to a specific class of
shares.
8. LIABILITY. The Administrator shall give the Trust the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Trust agrees that neither the Administrator
nor its officers, directors or employees shall be subject to any liability for,
or any damages, expenses or losses incurred in connection with, any act or
omission or mistake in judgment connected with or arising out of any services
rendered under this Agreement, except by reason of willful misfeasance, bad
faith, or gross negligence in performance of the Administrator's duties, or by
reason of reckless disregard of the Administrator's obligations and duties under
this Agreement. This provision shall govern only the liability to the Trust of
the Administrator and that of its officers, directors and employees, and shall
in no way govern the liability to the Trust or the Administrator or provide a
defense for any other person, including persons that provide services for the
Fund as described in Section 2(b) of this Agreement.
9. TERM AND CONTINUATION. This Agreement shall take effect as of the
date indicated above, and shall remain in effect unless sooner terminated as
provided herein, for two years from such date, and shall continue thereafter on
an annual basis with respect to the Fund provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Board of Trustees of the Trust, or (b) by vote of a majority of the outstanding
voting shares of the Fund, and provided continuance is also approved by the vote
of a majority of the Board of Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of the Trust or
the Administrator, cast in person at a meeting called for the purpose of voting
on such approval.
This Agreement may be terminated:
(a) by the Trust at any time, without the payment of any penalty, by vote
of a majority of the entire Board of Trustees of the Trust, or by a vote of
majority of the outstanding voting shares of the Fund, on 60 days' written
notice to the Administrator; or
(b) by the Administrator at any time after the expiration of the two-year
period commencing with the date of its effectiveness, without the payment
of any penalty, upon 60 days' written notice to the Trust.
10. NOTICES. Notices of any kind to be given to the Administrator by the
Trust shall be in writing and shall be duly given if mailed or delivered to the
Administrator at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or
to such other address or to such individual as shall be specified by the
Administrator. Notices of any kind to be given to the Trust by the
Administrator shall be in writing and shall be duly given if mailed or delivered
to
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000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, with a copy to
Columbus Circle Investors, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or
to such other address or to such individual as shall be specified by the Trust.
11. TRUST OBLIGATION. A copy of the Trust's Agreement and Declaration of
Trust together with all amendments thereto is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement
has been executed on behalf of the Trust by an officer of the Trust in his or
her capacity as officer and not individually. The obligations of this Agreement
shall only be binding upon the assets and property of the Trust and shall not be
binding upon any trustee, officer or shareholder of the Trust individually.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
13. MISCELLANEOUS.
(a) This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner inconsistent
with the 1940 Act, the Investment Advisers Act of 1940, or any rule or
order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable. To the extent that any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise with regard to any party, hereunder,
such provisions with respect to other parties hereto shall not be affected
thereby.
(c) The captions in this Agreement are included for convenience only
and in no way define any of the provisions hereof or otherwise affect their
construction or effect.
(d) This Agreement may not be assigned by the Trust or the
Administrator without the consent of the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
CASH ACCUMULATION TRUST
By: ___________________________
Title:
PIMCO ADVISORS L.P.
By: ___________________________
Title:
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Schedule to
Administration Agreement
Fund Fee
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Active Short-Term Fund 0.20%
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