CO-ADMINISTRATION AGREEMENT
THIS CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of May 1,
1994 by and between THE BOSTON COMPANY ADVISORS, INC., a Massachusetts
corporation ("Boston Advisors"), and THE CAPITOL MUTUAL FUNDS, a Massachusetts
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 Boston Advisors to render certain
fund accounting and related administrative services for the Trust's investment
portfolios listed on Schedule I (individually, a "Fund" and collectively, the
"Funds") to provide administrative services, and Boston Advisors is willing to
render such services; and
WHEREAS, the Trust is retaining pursuant to a separate Administration
Agreement, Xxxxxxxx Inc. ("Xxxxxxxx") to provide certain other administration
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 Boston Advisors to act as
Co-Administrator of the Funds, and Boston Advisors hereby accepts such
appointment and agrees to render such services and duties set forth in Paragraph
3, for the compensation and on the terms herein provided. Absent written
notification to the contrary by either the Trust or Boston Advisors, each new
investment portfolio established in the future by the Trust shall automatically
become a "Fund" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Trust has furnished Boston Advisors with
copies properly certified or authenticated of each of the following:
(a) The Trust's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A (the "Registration Statement") under
the Securities Act of 1933, as amended, and under the 1940 Act (File Nos.
33-33144 and 811- 6030), as filed with the Securities and Exchange
Commission (the "SEC") on August 30, 1993 relating to the Funds' units or
shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
The Trust will furnish Boston Advisors from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Boston Advisors with any other
documents that Boston Advisors may reasonably
request and will notify Boston Advisors as soon as possible of any matter
materially affecting Boston Advisors' performance of its services under this
Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, Boston Advisors, as Co-Administrator, will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(a) Providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act 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). Boston Advisors further
agrees that all such records which it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust
any of such records upon the Trust's request:
(b) Providing the services of certain persons who may be appointed as
Treasurer or Assistant Treasurer of the Trust by the Trust's Board of
Trustees;
(c) Valuing each Fund's assets and calculating the net asset value and
the net income of the shares of each Fund in accordance with the Trust's
current Prospectus(es) and resolutions of the Trust's Board of Trustees,
provided, that in performing such services, Boston Advisors shall obtain
security market quotes from independent pricing services, or it such quotes
are unavailable, obtain such prices from the Adviser
(d) Accumulating information for reports to the Trust's shareholders
of record and the SEC including, but not necessarily limited to, Annual
Reports and Semi-Annual Reports to Shareholders and on Form NSAR and
Notices pursuant to Rule 24f-2 under the 1940 Act;
(e) Preparing and filing on a timely basis the Trust's tax returns and
other tax filings;
(f) On the basis of information provided by the Trust's investment
adviser to Boston Advisors, performing monthly compliance testing with
regard to the items specified on Annex A, attached hereto and incorporated
herein;
(g) Preparing and furnishing the Trust with monthly broker security
transactions summaries and monthly security transaction listings and (at
the Trust's request) with performance information (including yield and
total return information) calculated in accordance with applicable U.S.
securities laws and reporting to external databases such information as may
reasonably be requested; and
(h) Assisting the Trust and its agents in their accumulation and
preparation of materials for Board of Trustees meetings and for regulatory
examinations and inspections of the Trust, however only to the extent such
materials relate to the services being performed for the Trust by Boston
Advisors.
In performing all services under this Agreement, Boston Advisors
shall (a) act in conformity with the Trust's Declaration of Trust and By-Laws;
the 1940 Act, the Investment
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Advisers Act of 1940 and other applicable laws, as the same may be amended from
time to time: and the Trust's Registration Statement, as such Registration
Statement may be amended from time to time, (b) consult and coordinate with
legal counsel for the Trust, as necessary and appropriate, and (c) advise and
report to the Trust and its legal consult as necessary or appropriate, with
respect to any compliance or other matters that come to its attention.
In connection with its duties under this Xxxxxxxxx 0, Xxxxxx
Advisors may, at its own expense enter into sub co-administration agreements
with other service providers, provided that each such service provider agrees
with Boston Advisors to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder. Boston Advisors will provide the
Trust with a copy of each sub co-administration agreement it executes relating
to the Trust. Boston Advisors will be liable for acts or omissions of any such
sub co-administrators under the standards of care provided herein under
Paragraph 5.
In performing its services under this Agreement, Boston Advisors
shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and
shall provide such information as is reasonably necessary or appropriate for
Xxxxxxxx to perform its responsibilities to the Trust.
4. Compensation. Boston Advisors shall bear all expenses in connection with
the performance of its services under this Agreement, except those enumerated in
4(b) below.
(a) Boston Advisors will from time to time employ or associate with
itself such person or persons as Boston Advisors 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 Boston Advisors and the Trust. The compensation of such
person or persons shall be paid by Boston Advisors and no obligation shall
be incurred on behalf of the Trust in such respect.
(b) Boston Advisors shall not be required to pay any of the following
expenses incurred by the Trust; investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage fees and commissions; taxes and fees
payable to Federal, state and other governmental agencies; fees of Trustees
of the Trust who are not affiliated with Boston Advisors; outside auditing
expenses; outside legal expenses; fees of independent pricing services
utilized by Boston Advisors to value each Fund's assets; or other expenses
not specified in this Section 4 which may be properly payable by the Trust
and which are approved by the Trust's President or Treasurer.
(c) For the services to be rendered, and expenses assumed by (i)
Boston Advisors under this Agreement, and (ii) Xxxxxxxx under the
Administration Agreement with the Trust, the Trust will pay to Xxxxxxxx,
for its services and as agent for Boston Advisors, a monthly fee in
accordance with the terms set forth in the Fee Letter Agreement dated as of
May 1, 1994 among the Trust, Boston Advisors and Xxxxxxxx as the same may
be amended from time to time (the "Fee Letter Agreement") provided,
however, that any amendments to the Fee Letter Agreement shall be presented
for approval or ratification by the Trustees at the next regularly
scheduled Board meeting.
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(d) The Trust will compensate Boston Advisors for its services
rendered pursuant to this Agreement in accordance with the fees set forth
above. Such fees do not include out-of-pocket disbursements by Boston
Advisors for services that are not specifically identified in Paragraph 3
above. Such out-of-pocket disbursements may include, but are not limited
to, costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services and forms and supplies. Boston Advisors shall not be obligated to
incur any out-of-pocket disbursements for services that are not
specifically identified in Paragraph 3 above, unless reasonably
satisfactory arrangements for the payment of such expenses are agreed to by
the Company and Boston Advisors, prior to such expenses being incurred.
5. Limitation of Liability; Indemnification
(a) Boston Advisors shall not be liable 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 Boston Advisors' willful misfeasance, bad faith or
gross negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof. Any person, even though also an
officer, Trustee, partner, employee or agent of Boston Advisors, shall be
deemed, when rendering services to the Trust or acting on any business of
the Trust (other than services or business in connection with Boston
Advisors' duties as Co-Administrator hereunder), to be acting solely for
the Trust and not as an officer, Trustee, partner, employee or agent or one
under the control or discretion of Boston Advisors even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Boston Advisors
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 relating to the particular
Fund and not resulting from the willful misfeasance, bad faith or gross
negligence of Boston Advisors in the performance of such obligations and
duties or by reason of its reckless disregard thereof. Boston Advisors will
not confess any claim or settle or make any compromise in any instance in
which the Trust will be asked to provide indemnification, except with the
Trust's prior written consent. Any amounts payable by the Trust under this
Section 5(b) shall be satisfied only against the assets of the Fund
involved in the claim, demand, action or suit and not against the assets of
any other investment portfolio of the Trust.
6. Termination of Agreement.
(a) This Agreement shall become effective May 1, 1994 and shall remain
in full force and effect unless terminated pursuant to the provisions of
subsection (b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the holders of a
majority of the Board of Trustees of the Trust or by Boston Advisors.
Boston Advisors will cooperate with and assist the
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Trust, its agents and any successor administrator or administrators in the
substitution/conversion process.
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. 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. Confidentiality. All books, records, information and data pertaining to
the business of the Trust, its prior, present or potential shareholders and the
Adviser's customers that are exchanged or received pursuant to the performance
of Boston Advisors' duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the Trust or as may be required by law, and shall not be used for any purpose
other than performance of its responsibilities and duties hereunder.
9. Service to Other Companies or Accounts. The Trust acknowledges that
Boston Advisors now acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts, and as investment
adviser, sub-investment adviser and/or administrator to other investment
companies or series of investment companies, and the Trust has no objection to
Boston Advisors' so acting. The Trust further acknowledges that the persons
employed by Boston Advisors to assist in the performance of Boston Advisors'
duties under this Agreement may not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or restrict the
right of Boston Advisors or any affiliate of Boston Advisors to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
10. Miscellaneous
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or Boston Advisors shall be
sufficiently given if addressed to that 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:
The Capitol Mutual Funds
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
To Boston Advisors:
The Boston Company Advisors, Inc
One Exchange Place, 025-004B
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
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(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns.
(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 Fee Letter Agreement constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
(g) The names "The Capitol Mutual Funds" and "Trustees of The Capitol
Mutual Funds" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under
a Declaration of Trust dated January 22, 1990 which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "The Capitol Mutual Funds" entered into in the name or on
behalf thereof by any of the Trustees, Officers, representatives or agents
are made not individually but in such capacities and are not binding upon
any of the Trustees, Shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property, and all persons
dealing with a Fund's Shares of the Trust must look solely to the Trust
Property belonging to such Fund's Shares for the enforcement of any claims
against the Trust,
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.
THE BOSTON COMPANY ADVISORS, INC.
By:____________________________________
Name:
Title:
THE CAPITOL MUTUAL FUNDS
By:____________________________________
Name:
Title:
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ANNEX A
Boston Advisors shall perform the following compliance tests on a monthly
basis (based only on information received from the Trust's investment adviser,
the accuracy of which will not be independently verified by Boston Advisors):
1. The following tests derived from Sub-Chapter M of the Internal
Revenue Code of 1986, as amended:
(a) 90% gross income test;
(b) 30% short-three test; and
(c) asset diversification test.
2. The following tests derived from the Investment Company Act of 1940, as
amended:
(a) Asset diversification tests for both money market funds and
non-money market funds.
SCHEDULE I
1. Nations Cash Reserves
2. Nations Treasury Reserves
3. Nations Government Reserves
4. Nations Municipal Reserves
5. Nations Money Market Reserves
Amended: February 4, 1998
