ADMINISTRATION AGREEMENT
BETWEEN STOCKCAR STOCKS MUTUAL FUND, INC.
AND
SUMMIT SERVICES, INC.
THIS ADMINISTRATION AGREEMENT is entered into as of the 29th day of
October, 2004, by and between Stockcar Stocks Mutual Fund, Inc. (the
"Company"), a Maryland corporation having its principal office and place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000, and Summit Services,
Inc. (the "Administrator"), a Delaware company having its principal office and
place of business at 000 Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
WITNESSETH:
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the " 1940 Act"), as an open-end diversified management
investment company;
WHEREAS, the Company is authorized to issue various series of shares,
each of which represents a separate portfolio of investments, and may establish
additional series of shares (each series now or hereafter listed on Schedule A
hereto, as such schedule may be amended from time to time, shall be referred to
herein as a "Fund"); and
WHEREAS, the Company desires to retain the administrator to provide
administrative services to the Fund, and the Administrator is willing to
provide said services directly or through other entities;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties mutually agree as follows:
1 . EMPLOYMENT; DUTIES OF THE ADMINISTRATOR
1.1 The Company hereby employs the Administrator as administrator of each
Fund, and the Administrator agrees to provide the services set forth
herein in return for the compensation under Paragraph 2.
1.1 Subject to the supervision and direction of the Board of Directors of
the Company (the "Directors"), the Administrator shall supervise the
Fund's business and affairs and shall provide the services required for
the effective administration of the Fund to the extent not otherwise
provided by employees, agents or contractors of the Company. These
services shall include: (i) furnishing, without cost to the Fund, such
office space, equipment, facilities and personnel as needed in
connection with the Fund's operations, (ii) supervising the preparation
and filing of all documents required for compliance by the Fund with the
federal and state securities laws, (iii) monitoring and reporting on
compliance by the Fund with its investment policies and restrictions,
(iv) furnishing clerical and bookkeeping services as needed by the Fund
in connection with its operation (including establishing appropriate
expense accruals, maintaining expense files and coordinating payment of
invoices), (v) maintaining the books and records required by the 1940
Act, (vi) fund accounting, (vii) assisting in the preparation and
distribution of annual and other reports to shareholders of the Fund,
(viii) monitoring and reporting on compliance with NASD rules, (ix)
monitoring and reporting on compliance with applicable Internal Revenue
Code provisions and regulations, (x) supervising the preparation and
filing of any federal, state and local income tax returns, (xi)
preparing for meetings of the Directors and shareholders, (xii)
permitting its directors, officers and employees to serve, without
compensation from the Company or the Fund, as Directors or officers of
the Company, (xiii) overseeing the determination and publication of the
Fund's net asset value per share in accordance with the Fund's policies,
and (xiv) overseeing relations with, and the performance of, agents
engaged by the Company, such as its transfer agent, custodian,
independent accountants and legal counsel.
Nothing contained herein shall be deemed to relieve or deprive the
Directors of their responsibility for and control of the conduct of the
affairs of the Company or the Fund.
1.2 The administrative services provided hereunder will exclude (i)
portfolio custodial services provided by the Company's custodian, (ii)
transfer agency services provided by the Company's transfer agent, (iii)
distribution services provided by the distributor of the Company's
shares and (iv) any administrative services provided by the Company's
investment adviser pursuant to its investment advisory agreements with
the Company.
1.3 This agreement shall not become effective until such time as Conseco
Services, LLC is no longer providing services to the Trust. This date
shall be the earliest practical date as Summit Services, Inc. is able to
assume responsibility currently provided to the Trust.
2. ADMINISTRATION FEES
2.1 As compensation for the services rendered and the expenses assumed by
the Administrator pursuant to this Agreement, the Fund shall pay the
Administrator a fee computed at the annual rate set forth on Schedule A,
as such schedule may be amended from time to time.
2.2 The administration fee shall be accrued daily by the Fund and paid to
the Administrator at the end of each calendar month. In the case this
Agreement becomes effective or terminates with respect to the Fund
before the end of any month, the administration fee for that month shall
be calculated on the basis of the number of business days during which
it is in effect for that month.
3 . EXPENSES
The Fund shall bear all expenses of its operation (including its
proportionate share of the general expenses of the Company) not
specifically assumed by the Administrator. Expenses borne by the Fund
shall include, but are not limited to, (i) organizational and offering
expenses of the Fund and expenses incurred in connection with the
issuance of shares of the Fund; (ii) fees of the Company's custodian and
transfer agent; (iii) expenditures in connection with meetings of
shareholders and Directors, other than those called solely to
accommodate the Administrator; (iv) compensation and expenses of
Directors who are not interested persons of the Company or the
Administrator ("Disinterested Directors"); (v) the costs of any
liability, uncollectible items of deposit and other insurance or
fidelity bond; (vi) the cost of preparing, printing, and distributing
prospectuses and statements of additional information, any supplements
thereto, proxy statements, and reports for existing shareholders; (vii)
legal, auditing, and accounting fees; (viii) trade association dues;
(ix) filing fees and expenses of registering and maintaining
registration of shares of the Fund under applicable federal and state
securities laws; (x) brokerage commissions; (xi) taxes and governmental
fees; and (xii) extraordinary and non-recurring expenses.
4. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR AND THE COMPANY
4.1 The Administrator represents and warrants to the Company that:
(a) It is a corporation duly organized and existing, in good standing,
under the laws of the State of Delaware.
(b) It is duly qualified to carry on its business in the State of
Delaware.
(c) It is empowered under applicable laws and by its Charter and By-
Laws to enter into and perform this Agreement.
(d) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(e) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
4.2 The Company represents and warrants to the Administrator that:
(a) It is a corporation duly organized and existing, in good standing,
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
(c) All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
(d) A registration statement under the Securities Act of 1933, as
amended, and the 1940 Act is currently effective and will remain
effective, and appropriate securities filings have been made and
will continue to be made, with respect to all shares of the Funds
being offered for sale.
1. CONFIDENTIALITY
Subject to the duty of the Company or the Administrator to comply with
applicable law, each party agrees, on its own behalf and on behalf of
its employees, agents and contractors, to treat as confidential all
information with respect to the other party received pursuant to this
Agreement.
6. DELEGATION OF DUTIES
The Administrator may delegate to a sub-administrator the performance of
any or all of its duties hereunder with respect to one or more Funds.
The Administrator shall be responsible to the Company and the Funds for
the acts and omissions of any sub-administrator to the same extent as it
is for its own acts and omissions. The Administrator shall compensate
any sub-administrator retained pursuant to this Agreement out of the
fees it receives pursuant to Paragraph 2 above.
7. LIABILITY
7.1 The Administrator and its officers, directors or employees shall not be
liable for, and each Fund shall indemnify and hold the Administrator
harmless from, any and all losses, damages, or expenses resulting from
any action taken or omitted to be taken by the Administrator hereunder,
except a loss, damage or expense resulting from willful misfeasance,
bad faith or negligence of the Administrator or that of its officers,
directors or employees or the reckless disregard by the Administrator
or its officers, directors or employees of obligations and duties
hereunder. Nothing herein shall in any way constitute a waiver or
limitation of any rights which may exist under any federal securities
laws.
7.2 A copy of the Company's Amended and Restated Articles of Incorporation
of Company is on file with the Secretary of State of Maryland, and
notice is hereby given that this Agreement is executed on behalf of the
Directors as Directors and not individually. The Administrator
acknowledges and agrees that the obligations of a Fund hereunder are
not binding upon any of the Directors or shareholders of the Fund
personally but are binding only upon the assets and property of that
Fund and no other.
8. FUND RECORDS
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains on behalf
of the Company are the property of the Company, will be preserved for
the periods prescribed by Rule 31a-2 under the 1940 Act, and will be
surrendered promptly to the Company upon request.
9. ADDITIONAL FUNDS
In the event that the Company establishes one or more series of shares
with respect to which it desires to have the Administrator render
services under this Agreement, it shall so notify the Administrator in
writing. If the Administrator agrees in writing to provide said
services, such series of shares shall become a Fund hereunder upon
execution of a new Schedule A and approved by the Directors.
10. TERM OF AGREEMENT
This Agreement, as amended, shall become effective on the date above
written and shall continue in effect for two years from such date unless
sooner terminated as hereinafter provided. Thereafter, this Agreement
shall continue in effect with respect to each Fund from year to year so
long as such continuation is approved at least annually for each Fund by
the Directors, including a majority of the Disinterested Directors, or
by the vote of a majority of the outstanding voting securities of the
Fund.
11. TERMINATION
This Agreement may be terminated by either party upon sixty (60) days'
prior written notice to the other. Termination of this Agreement with
respect to one Fund shall not affect the continued effectiveness of this
Agreement with respect to any other Fund.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by the Directors.
13. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the other
party. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
14. APPLICABLE LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Ohio, except
insofar as the 1940 Act may be controlling.
15. DEFINITIONS
As used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons," and "assignment" shall have the
meaning as set forth in the 1940 Act. In addition, when the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement
is modified, interpreted or relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
16. SEVERABILITY
The provisions of this Agreement shall be considered severable and if
any provision of this Agreement is deemed to be invalid or contrary to
any existing or future law, such invalidity shall not impair the
operation of or affect any other provision of this Agreement which is
valid.
17. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
18. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers on the day and
year first above written.
STOCKCAR STOCKS MUTUAL
FUNDS, INC.
ATTEST: By: ___/s/ Xxxxx Westcott___________
Name of OfficerAllan Xxxxxxxx
_________________ Title of OfficerPresident
SUMMIT SERVICES, INC.
ATTEST: By: ___/s/ Xxxxxx Alleca___________
Name of OfficerAngelo Alleca
_________________ Title of OfficerPresident
ADMINISTRATION AGREEMENT
STOCKCAR STOCKS MUTUAL FUND, INC.
SCHEDULE A
Each Fund shall pay to the Administrator a fee computed at
the annual rate as set forth below:
Annual Fee
First $50,000,000 0.40%
Next $25,000,000 0.30%
In excess of $75,000,000 0.20%
