ADMINISTRATION AGREEMENT
As of ________________, 1998
ALPS Mutual Funds Services, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Dear Sirs:
Stonebridge Funds Trust, a Delaware business trust (the "Trust"), on
behalf of the Stonebridge Growth Fund and the Stonebridge Aggressive Growth
Fund, each a series of the Trust (each a "Fund" and collectively, the "Funds"),
herewith confirms its agreement with ALPS Mutual Funds Services, Inc. ("ALPS")
as follows:
The Funds desire to employ their capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in the Funds' Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be submitted to
ALPS, and resolutions of the Trust's Board of Trustees. The Trust desires to
employ ALPS as its administrator for the Funds.
1. SERVICES AS ADMINISTRATOR
Subject to the direction and control of the Board of Trustees of the
Trust, ALPS will: (a) assist in maintaining office facilities (which may be in
the offices of ALPS or a corporate affiliate but shall be in such location as
the Trust and ALPS shall reasonably determine); (b) furnish clerical services
and stationery and office supplies; (c) compile data for and prepare with
respect to the Funds timely notices to the Securities and Exchange Commission
required pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"1940 Act") and Semi-Annual Reports on Form N-SAR; (d) coordinate execution and
filing by the Trust of all federal and state tax returns and required tax
filings other than those required to be made by the Trust's custodian; (e)
prepare compliance filings pursuant to state "Blue Sky" securities laws with the
advice of the Trust's counsel; (f) assist to the extent requested by the Trust
with the Trust's preparation of Annual and Semi-Annual Reports to the Funds'
shareholders and Registration Statements for the Trust (on Form N-1A or any
replacement therefor); (g) monitor the Funds' expense accruals and pay all
expenses on proper authorization from the Trust; (h) monitor each Fund's status
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended from time to time; (i) maintain the Trust's fidelity
bond as required by the 1940 Act; (j) monitor compliance with the policies and
limitations of the Funds as set forth in the Prospectus, Statement of Additional
Information, and Declaration of Trust; (k) generally assist in the Funds'
operations; (l) perform Transfer Agency services as set
out in the "Transfer Agency Agreement" and 800-line servicing; and (m) act as
principal underwriter and distributor of the Funds' securities pursuant to a
Distribution Agreement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ALPS hereby agrees that all 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. ALPS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.
2. FEES; DELEGATION; EXPENSES
In consideration of services rendered pursuant to this Agreement, the
Transfer Agency Agreement, and all other services described herein, each Fund
will pay ALPS a fee, computed daily and payable monthly in arrears, at the
annual rate of .10% of the average daily net assets of the Fund up to
$250,000,000 and 0.075% of the average daily net assets of the Fund in excess
of $250,000,000. At all times ALPS' fee for each Fund will be no less than
$6,250 per month. Net asset value shall be computed in accordance with the
Funds' Prospectus and Statement of Additional Information and resolutions of the
Trust's Board of Trustees. The fee for any portion of a month shall be
pro-rated according to the proportion which such portion bears to the full
monthly period.
This fee arrangement is based on the fact that: (a) any foreign
holdings of the Funds are invested via American Depository Receipts ("ADRs") or
other securities which trade on a U.S. exchange (should the Funds have
investments in non-U.S. exchange traded securities the Funds will bear
incremental pricing and custody costs associated with such international
securities); (b) the Funds have a single class of shares (additional minimum
fees would apply for each additional class); (c) shareholders receive quarterly
statements; and (e) any NASD registration and insurance costs of any Stonebridge
Capital Management, Incorporated employees who become licensed with ALPS
pursuant to a separate arrangement shall be borne by Stonebridge Capital
Management, Incorporated and not the Trust or ALPS.
ALPS will from time to time employ or associate itself with such
person or persons or organizations as ALPS may believe to be desirable in the
performance of its duties. Such person or persons may be officers and employees
who are employed by both ALPS and the Trust. The compensation of such person or
persons or organizations shall be paid by ALPS and no obligation shall be
incurred on behalf of the Trust in such respect.
ALPS will bear all expenses in connection with the performance of its
services under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Stonebridge Capital
Management, Incorporated personnel. Other expenses incurred in the operation of
the Funds shall be borne by the Funds, including costs of bookkeeping, pricing,
and accounting services; transfer agency and custodial expenses; taxes;
interest; Trustees' fees; brokerage fees and commissions; state "Blue Sky"
qualification fees; advisory fees; insurance premiums; fidelity bond premiums;
Trust and advisory related
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legal expenses; costs of maintenance of Trust existence; printing and delivery
of materials in connection with meetings of the Trustees; and SEC registration
fees.
3. PROPRIETARY AND CONFIDENTIAL INFORMATION
ALPS agrees on behalf of itself and its officers, directors, employees
and agents, to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Funds and their shareholders
and not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where ALPS may be exposed to
civil, regulatory or criminal proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Trust.
4. LIMITATION OF LIABILITY
ALPS 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 matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.
5. TERM
This Agreement shall become effective as of the date set forth above
and, unless sooner terminated as provided herein, shall continue with respect to
each Fund until July 31, 2000 (the "Initial Term"). Thereafter, this Agreement
shall continue automatically with respect to each Fund for successive annual
periods ending December 31 of each year, PROVIDED such continuance is
specifically approved at least annually by the Trust's Board of Trustees.
During the Initial Term, the performance of ALPS' obligations and duties as
Administrator shall be specifically reviewed at least annually by the Trust's
Board of Trustees. During the Initial Term, this Agreement may be terminated
with respect to any Fund, without penalty, solely by agreement of the parties or
for cause (as defined below) on not less than ninety days written notice by the
Trust's Board of Trustees. After the Initial Term, this Agreement may be
terminated with respect to any Fund with or without cause and without penalty,
by the Board of Trustees, or by ALPS, on not less than ninety days written
notice.
Termination for "cause" for the Initial Term shall mean:
(i) willful misfeasance, bad faith, gross negligence, or reckless disregard
on the part of ALPS with respect to its obligations and duties hereunder;
(ii) Regulatory, administrative, or judicial proceedings against ALPS which
result in a determination that it has violated any rule, regulation, order, or
law and which, in the reasonable judgment of the Trust's Board of Trustees,
substantially impairs the performance of ALPS' obligations and duties hereunder;
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(iii) financial difficulties on the part of ALPS which are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors; or
(iv) failure by ALPS to keep in effect professional liability insurance
naming ALPS as insured and providing coverage with respect to ALPS' activities
on behalf of the Trust in the amount of at least $1,000,000.
6. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Colorado
to the extent federal law does not govern.
7. OTHER PROVISIONS
The Trust recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and employees of other
corporations or businesses (including other investment companies) and that such
other corporations and funds may include ALPS as part of their name and that
ALPS or its affiliates may enter into administration or other agreements with
such other corporations and funds.
ALPS acknowledges that the Declaration of Trust of the Trust provides
that the obligations of the Trust under this Agreement are not binding on any
officers, trustees or shareholders of the Trust individually, but are binding
only upon the assets and properties of the various Funds. ALPS further
acknowledges and agrees that the liabilities, obligations and expenses incurred
hereunder with respect to a particular Fund shall be enforceable against the
assets and property of such Fund only, and not against the assets or property of
the other Fund or any other series of the Trust.
If the Trust establishes one or more additional series with respect to
which it wishes to retain ALPS to serve as administrator hereunder, it will
notify ALPS in writing. If ALPS is willing to render such services under this
Agreement, it will so notify the Trust in writing, whereupon such series will
become a "Fund" as defined hereunder and will be subject to the provisions of
this Agreement to the same extent as the Funds named above, except to the extent
that such provisions are modified with respect to such new Fund in writing by
the Trust and ALPS.
If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.
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Accepted: Very Truly Yours,
ALPS MUTUAL FUNDS SERVICES, INC. STONEBRIDGE FUNDS TRUST
By: By:
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Name: Name:
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Title: Title:
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