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EX-99.B 5(b)(xi)
FORM OF
ADMINISTRATION AGREEMENT
OVERLAND EXPRESS FUNDS, INC.
000 XXXXXX XXXXXX
XXXXXX XXXX, XXXXXXXX 00000
December __, 1995
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company")
on behalf of the National Tax-Free Institutional Money Market Fund (the "Fund")
and Xxxxxxxx Inc. (the "Administrator") as follows:
1. The Company is a registered open-end, management investment company
currently consisting of fifteen investment portfolios, but which may from time
to time consist of a greater or lesser number of investment portfolios (the
"Funds"). The Company proposes to engage in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the Company's Registration
Statement, as amended from time to time (the "Registration Statement"), filed
by the Company under the Investment Company Act of 1940 (the "Act") and the
Securities Act of 1933. Copies of the have been furnished to the
Administrator. Any amendments to the Registration Statement shall be furnished
to the Administrator promptly.
2. The Company is engaging the Administrator to provide the
administrative services specified elsewhere in this agreement, subject to the
overall supervision of the Board of Directors of the Company. The Company's
Board of Directors has directed that the Fund achieve its investment objective
by investing the Fund's assets in a corresponding portfolio of Master
Investment Trust (the "Trust"), another registered investment company, which is
advised by Xxxxx Fargo Bank, N.A. (the "Adviser"), until such time as the Board
decides to invest the Funds' assets in another registered investment company or
enters into an advisory contract to directly manage the Fund's assets.
3. The Administrator shall, at its expense, provide the following
administrative services in connection with the operations of the Company and
the Fund; (a) furnishing office space and certain facilities required for
conducting the business of the Fund; (b) general supervision of the operation
of the Fund, including coordination of the services performed by the Trust's or
Company's investment adviser (if any), transfer agent, shareholder servicing
agents, custodian, independent accountants and legal counsel; regulatory
compliance, including the compilation of information for documents such as
reports to, and filings with, the Securities and Exchange Commission and state
securities
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commission; and preparation of proxy statements and shareholder reports for the
Company; (c) the compensation of the Company's directors, officers and
employees who are affiliated with the Administrator; (d) general supervision
relating to the compilation of data required for the preparation of periodic
reports on the performance of its obligations under this agreement and
statements of the Fund that are distributed to the Company's Board of Directors
or officers shall reasonably request; and (e) all other administrative services
reasonably necessary for the operation of the Fund, other than those services
that are to be provided by the Company's shareholder servicing agents and
transfer and dividend disbursing agent.
4. Except as provided in each of the Company's advisory contracts and
administration agreements, the Company shall bear all costs of its operations,
including any Fund's pro rata share of the cost of operations of a Master
Series in which it invests; the compensation of its directors who are not
affiliated with any investment adviser of the Company's Funds, the
Administrator or any of their affiliates; any advisory, shareholder servicing
and administration fees; payments for distribution-related expenses pursuant to
any Rule 12b-1 Plan, i.e., a plan of distribution of the Company adopted on
behalf of any of the Funds pursuant to Rule 12b-1 under the Act; governmental
fees; interest charges; taxes; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent;
expenses of redeeming shares; expenses of preparing and printing any stock
certificates, prospectuses (except the expense of printing and mailing
prospectuses use for promotional purposes, unless otherwise payable pursuant to
a Rule 12b-1 Plan), shareholders' reports, notices, proxy statements and
reports to regulatory agencies; travel expenses of directors, officers and
employees; office supplies; insurance premiums and certain expenses relating to
insurance coverage; trade association membership dues; any brokerage and other
expenses connected with the execution of portfolio securities transactions;
fees and expenses of any custodian, including those for keeping books and
accounts and calculating the net asset value per share of the Funds; expenses
of shareholders' meetings; expenses relating to the issuance, registration and
qualification of shares of the Funds; pricing services, if any; organizational
expenses; and any extraordinary expenses. Expenses attributable to one or
more, but not all, of the Funds are charged against the assets of the relevant
Funds. General expenses of the Company are allocated among the Funds in a
manner proportionate to the net assets of each Fund, on a transactional basis
or on such other basis as the Board of Directors deems equitable.
5. The Administrator shall give the Company the benefit of the
Administrator's best judgment and efforts in rendering services under this
agreement. As an inducement to the Administrator's undertaking to render these
services, the Company agrees that the Administrator shall not be liable under
this agreement for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this agreement shall be
deemed to protect or purport to protect the Administrator against any liability
to the Company or its shareholders to which the Administrator would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the Administrator's duties under this agreement or by reason
of reckless disregard of its obligations and duties hereunder.
6. In consideration of the service to be rendered by the Administrator
under this agreement, the Company shall pay the Administrator a monthly fee on
the first business day of each month, at the annual rate of 0.05% of the
average daily value (as determined on each business day at the time set forth
in the Registration Statement for determining net asset value per share) of the
Fund's net assets during the preceding month. If the fee payable to the
Administrator pursuant to this paragraph 6 begins to accrue after the beginning
of any month or if this agreement terminates before the end of any month, the
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fee for the period from the effective date to the end of that month or from the
beginning of that month to the termination date, respectively, shall be
prorated according to the proportion that the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating
each such monthly fee, the value of a Fund's net assets shall be computed in
the manner specified in its Registration Statement and the Company's Articles
of Incorporation for the computation of the value of the Fund's net assets in
connection with the determination of the net asset value of Fund shares.
7. If in any fiscal year the total expenses of a Fund incurred by, or
allocated to, the Fund, excluding taxes, interest, brokerage commissions and
other portfolio transaction expenses, other expenditures that are capitalized
in accordance with generally accepted accounting principles, extraordinary
expenses and amounts accrued or paid under a Rule 12b-1 Plan of the Fund, but
including the fees provided for in paragraph 6 and those provide for pursuant
to any investment advisory agreement of the Fund or Trust ("includable
expenses"), exceed the most restrictive expense limitation applicable to the
Fund imposed by state securities laws or regulations thereunder, as these
limitations may be raised or lowered from time to time, the Administrator shall
waive or reimburse that portion of the excess derived by multiplying the excess
by a fraction, the numerator of which shall be the percentage at which the
excess portion attributable to the fee payable pursuant to this agreement is
calculated under paragraph 6 hereof, and the denominator of which shall be the
sum of such percentage plus the percentage at which the excess portion
attributable to any fee payable pursuant to an investment advisory agreement of
the Fund and/or the trust, to the extent the Fund has invested its assets in
the Trust, is calculated (the "Applicable Ratio"), but only to the extent of
the fee hereunder for the fiscal year. If the fees payable under this
agreement and/or any Fund or Trust investment advisory agreement contributing
to such excess portion are calculated at more than one percentage rate, the
Applicable Ratio shall be calculated separately on the basis of, and applied
separately on the basis of, and applied separately to, the portions of the fees
calculated at the different rates. At the end of each month of the Company's
fiscal year, the Company shall review the includable expenses accrued during
that fiscal year to the end of that period and shall estimate the includable
expenses for the balance of that fiscal year. If as a result of that review
and estimation it appears likely that the includable expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year with respect to
the Fund, the monthly fee set forth in paragraph 6 payable to the Administrator
for such month shall be reduced, subject to a later adjustment, but an amount
equal to the Applicable Ratio times the pro rata portion (prorated on the basis
of the remaining months of the fiscal year, including the month just ended) of
the amount by which the includable expenses for the fiscal year are expected to
exceed the limitations provided for in this paragraph 7. For purposes of
computing the excess, if any, over the most restrictive applicable expense
limitation, the value of the Fund's net assets shall be computed in the manner
specified in the last sentence of paragraph 6, and any reimbursements required
to be made by the Administrator shall be made once a year promptly after the
end of the Company's fiscal year.
8. This agreement shall become effective on its execution date and
shall thereafter continue in effect for a period of no less than two years.
Thereafter, this agreement may be terminated at any time, without the payment
of any penalty, by a vote of a majority of the Fund's outstanding voting
securities (as defined in the Act) and by a vote of a majority of the Company's
entire Board of Directors on 60 days' written notice to the Administrator or by
the Administrator on 60 days' written notice to the Company.
9. Except to the extent necessary to perform the Administrator's
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Administrator, or any affiliate of the Administrator,
or any employee of the Administrator
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to engage in any other business or to devote time and attention to the
management 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,
firm, individual or association.
10. This agreement shall be governed by and construed in accordance
with the laws of the State of Arkansas.
If the foregoing correctly sets forth the agreement between the Company
and the Administrator, please so indicate by signing and returning to the
Company the enclosed copy hereof.
Very truly yours,
OVERLAND EXPRESS FUNDS, INC.,
By:
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer,
Secretary and Treasurer
ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By:
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Title:
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