ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, dated as of April 1, 1998, is between the ICON Funds
(the "Trust"), a Massachusetts business trust, AmeriPrime Financial Services,
Inc. ("AmeriPrime"), a Texas corporation, and Meridian Investment Management
Corporation ("Meridian"), a Colorado corporation.
The Trust is registered as an open-end management investment company
registered under the Investment Company Act of 1940 (the "IC Act"). The Trust
desires to retain AmeriPrime and Meridian and avail itself of the information,
advice, assistance and facilities of by retaining them as Co-Administrators of
the Trust ("Co-Administrators"), subject to the terms and conditions of this
Agreement. The Co-Administrators wish to provide such services to the Trust
under the conditions set forth below.
In consideration of the premises and mutual covenants contained in this
Agreement, the Trust and the Co-Administrators agree as follows:
1. EMPLOYMENT. The Trust, being duly authorized, hereby retains the
Co-Administrators to perform those services described in this Agreement and the
Co-Administrators shall perform their obligations upon the terms and conditions
set forth in this Agreement. Any administrative services undertaken by the
Co-Administrator pursuant to this Agreement, as well as any other activities of
the Co-Administrator on behalf of the Trust, shall at all times be subject to
directives of the Board of Trustees of the Trust.
2. TRUST ADMINISTRATION. The Trust hereby retains the Co-Administrators to
provide executive and administrative services to the Trust, with the individual
responsibilities of AmeriPrime and Meridian more fully defined in Exhibit A to
this Agreement. The Co-Administrators shall give the Trust the benefit of their
best judgment, efforts and facilities in rendering services as administrator.
The Co-Administrators shall at all times conform to: (i) all applicable
provisions of the IC Act and any rules and regulations adopted thereunder, (ii)
the provisions of the Registration Statement of the Trust under the Securities
Act of 1933, as amended from time to time, (iii) the provisions of the Agreement
and Declaration of Trust and the By-Laws of the Trust, and (iv) any other
applicable provisions of state and federal law.
3. STAFFING AND FACILITIES. The Co-Administrators shall, at their own expense,
employ or retain personnel and consult with such other persons as they may
determine to be necessary or useful to the performance of their obligations
under this Agreement. The Co-Administrators shall also provide personnel to
serve as officers of the Trust if so elected by the Board of Trustees; provided,
however, that the Trust shall reimburse one or both of the Co-Administrators for
the expenses incurred by such personnel in attending Board of Trustees' meetings
and shareholders' meetings of the Trust.
The Co-Administrators, shall, at their own expense, provide such office space,
facilities and equipment (including, but not limited to, computer equipment,
communication lines and supplies) to provide the services to the Trust.
4. RECORD KEEPING AND OTHER INFORMATION. The Co-Administrators shall create and
maintain all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a) of
the IC Act and the rules thereunder, as the same may be amended from time to
time, pertaining to the various functions performed by them and not otherwise
created and
maintained by another party pursuant to contract with the Trust. Where
applicable, such records shall be maintained by the Co-Administrators for the
periods and in the places required by Rule 31a-2 under the IC Act. It is
understood that the records created by the Co-Administrators on behalf of the
Trust are the property of the Trust and will be surrendered promptly upon
request.
5. AUDIT, INSPECTION AND VISITATION. The Co-Administrators shall make available
to the Trust during regular business hours all records and other data created
and maintained pursuant to the foregoing provisions of this Agreement for
reasonable audit and inspection by the Trust or any regulatory agency having
authority over the Trust. The Co-Administrators shall also permit
representatives of the Trust, including the Trust's independent auditors, to
have reasonable access to the personnel and records of the Co-Administrators in
order to enable such representatives to monitor the quality of services being
provided and the reasonableness of fees due the Co-Administrators pursuant to
this Agreement. In addition, the Co-Administrators shall promptly deliver to the
Board of Trustees of the Trust such information as may reasonably be requested
from time to time to permit the Board of Trustees to make an informed
determination regarding continuation of this Agreement.
6. COMPENSATION. For the services rendered to the Trust by the
Co-Administrators, each series of the Trust shall pay the Co-Administrators,
upon presentation of an invoice to the Fund's custodian, a fee as set out in the
fee schedule attached hereto as Exhibit B. In addition, the Trust shall
reimburse the Co-Administrators for out of pocket expenses incurred on behalf of
the Trust and for expenses related to Co-Administrator personnel attending Trust
meetings. The Co-Administrators shall not be required to reimburse the Trust or
the Trust's investment adviser for (or have deducted from its fees) any expenses
in excess of expense limitations imposed by certain state securities commissions
having jurisdiction over the Trust.
7. LIMITATION OF LIABILITY. The Co-Administrators may rely on information
reasonably believed by it to be accurate and reliable. Except as may be required
by the Act or the rules thereunder, neither Co-Administrator nor their
shareholders, officers, directors, employees, agents, control persons or
affiliates shall be subject to liability for, or any damages, expenses or losses
incurred by the Trust except by reason of willful misfeasance, bad faith or
negligence on the part of any such person in the performance of the duties of
each Co-Administrator under this Agreement or by reason of reckless disregard of
the obligations and duties of the Co-Administrators under this Agreement.
8. INDEMNIFICATION OF ADMINISTRATOR. Subject to and except as otherwise provided
in the Securities Act of 1933, as amended, and the IC Act, the Trust shall
indemnify Administrator and each of Administrator's Employees (hereinafter
collectively referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been threatened, while
serving as the administrator for the Trust or as one of Administrator's
Employees, or, thereafter, by reason of being or having been the administrator
for the Trust or one of Administrator's Employees, including but not limited to,
liabilities arising due to any misrepresentation or misstatement in the Trust's
prospectus, other regulatory filings, and amendments thereto, or in other
documents originating from the Trust. Notwithstanding the foregoing, in no case
shall a Covered Person be indemnified against any liability to which such
Covered Person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties of such Covered
Person.
9. SERVICES FOR OTHERS. Nothing in this Agreement shall prevent either of the
Co-Administrators or any affiliated person of the either of the
Co-Administrators from providing services for any other person, firm or
corporation, including other investment companies; provided, however, that the
Co-Administrators expressly represent that neither of them will undertake any
activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
10. COMPLIANCE WITH THE ACT. The parties hereto acknowledge and agree that
nothing contained in this Agreement shall be construed to require AmeriPrime to
perform any services for the Trust which services could cause AmeriPrime to be
deemed an "investment adviser" of the Trust within the meaning of Section
2(a)(20) of the IC Act or to supersede or contravene the Prospectus or Statement
of Additional Information of any series of the Trust or any provisions of the
Act and the rules thereunder. It is acknowledged that Meridian is an investment
adviser to the Trust.
11. RENEWAL AND TERMINATION. This Agreement shall become effective on the date
first above written and shall remain in effect until September 30, 1999 provided
such continuance is approved at least annually by the vote of a majority of the
Trustees of the fund who are not parties to this Agreement or "interested
persons" (as defined in the IC Act) of any such party, which vote must be cast
in person at a meeting called for the purpose of voting on such approval. The
previous Administrative Services Agreement between the Trust and AmeriPrime is
hereby superseded by this Agreement.
Notwithstanding the foregoing, the Trust may, at any time and without the
payment of any penalty, terminate this Agreement for Cause as to either or both
of the Co-Administrators, upon sixty days written notice to the other party.
"Cause" shall mean unreasonable neglect or refusal to perform the services
defined under this Agreement, or the willful misconduct in following the
legitimate directions of the Board of Trustees of the Trust.
12. NOTICES. Any notice required under this Agreement shall be given in writing,
addressed and delivered, or mailed postage prepaid, to the other parties at the
principal office of each party.
13. THE TRUST. The term "ICON Funds" means and refers to the Trustees from time
to time serving under the Trust's Agreement and Declaration of Trust as amended
from time to time. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agent or employees of the Trust, personally, but bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such 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 trust property of the Trust.
14. MISCELLANEOUS. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Massachusetts and the applicable
provisions of the federal securities laws. To the extent that applicable law of
the State of Massachusetts or any of the provisions herein conflict with the
applicable provisions of the federal securities laws, the latter shall control .
Every contract, instrument, certificate or undertaking made or issued by the
Trustees or by any officer of the Trust shall give notice that (a) the document
was executed or made on behalf of the Trust or by them as Trustees or as
officers and not by them individually, and (b) that the obligations of such
instrument are not binding upon any of them or the
Shareholders individually, but are only upon the assets and property of the
Trust. Omission of such notice shall not operate to bind any Trustee, officer or
shareholder individually.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
ICON FUNDS MERIDIAN INVESTMENT
MANAGEMENT CORPORATION
By: __/s/______________________________
Xxxx Xxxxxx, Chief Financial Officer
By __/s/____________________________
Xxxxx X. Xxxxxxxx, Vice President
AMERIPRIME FINANCIAL SERVICES, INC.
By: __/s/______________________________
Xxx Xxxxxxxxxxxx, President
EXHIBIT A
ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
Dated April 1, 1998
The Co-Administrators, AmeriPrime Financial Services ("AmeriPrime") and Meridian
Investment Management Corporation ("Meridian") shall provide the following
categories of executive and administrative services to the Trust:
ADMINISTRATIVE RESPONSIBILITIES
AmeriPrime Meridian
Blue Sky Monitoring X
Compile information for
annual review of Fidelity Bond X
Compile information for
annual review of E&O Insurance X
Review of trading commissions,
soft dollars and best execution X
Tax preparation X
Update and revise Code of Ethics X
Prepare and update policies and
procedures manual 2 X
Proxy voting and recording X
Subchapter M Compliance X
Preparation of quarterly trustee
meeting information 2 X
Preparation of Board Minutes X
Preparation of reports to Lipper,
Morningstar 2 X
Maintain relationship with ICI X
Relations with NASD 2 X
Relations with third party vendors 2 X
ERISA Monitoring X
Prepare quarterly and year end financials 2 X
File SEC reports X
Maintain files of all original fund documents X
File foreign tax documents X
Review PFIC status for tax X
Relations with Custodian, Transfer
Agent, auditors 2 X
EXHIBIT B
ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
Dated April 1, 1998
MONTHLY FEE SCHEDULE
I. FEE SCHEDULE
The Funds of the Trust shall pay the Co-Administrators the following fee per
year per Portfolio base, computed on a daily basis and paid on a monthly basis.
For purposes of each daily calculation of this fee, the most recently determined
net asset value of each Portfolio, as determined by a valuation made in
accordance with the Trust's procedure for calculating each Portfolio's net asset
value as described in the Funds' Prospectus and/or Statement of Additional
Information, shall be used. The fee is payable on the first business day
following the end of each month.
AVERAGE VALUE OF DAILY NET ASSETS ANNUAL RATE
Assets Under Five Hundred Million Dollars 0.050%
Assets Over Five Hundred Million Dollars 0.040%
II. ALLOCATION BETWEEN AMERIPRIME AND MERIDIAN INVESTMENT
The fee described in Section I of this Exhibit B shall be allocated between, and
paid to, AmeriPrime Financial Services, Inc. ("AmeriPrime") and Meridian
Investment Management Corporation ("Meridian") as follows:
A. For the period 4/1/98 to 4/30/98, AmeriPrime will receive .030% of the
average value of daily net assets and Meridian will receive the balance of the
fee (.020% up to $500 million and .010% for assets over $500 million).
B. For the period 5/1/98 to 9/30/99, AmeriPrime will receive .020% of the
average value of daily net assets and Meridian will receive the balance of the
fee (.030% up to $500 million and .010% for assets over $500 million).
