EXHIBIT 9(b)
ADMINISTRATION AGREEMENT
AGREEMENT made as of this _____th day of _________, 1997, by and
between Millennium Income Trust, a Massachusetts business trust (the
"Trust"), and Millennium Financial LLC, an Illinois limited liability
company (the "Administrator");
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, the units of
beneficial interest, ("Shares") of which are registered or are to be
registered under the Securities Act of 1933; and
WHEREAS, the Trust is authorized to issue Shares in separate series
with each such series representing the interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust intends initially to offer Shares in one
portfolio, designated the Treasurers' U. S. Government Securities
Portfolio, herein referred to as the "Initial Portfolio," together with any
other Trust portfolios which may be established later and served by the
Administrator hereunder, being herein referred to collectively as the
"Portfolios" and individually referred to as a "Portfolio"; and
WHEREAS, the Trust desires at this time to retain the Administrator
to render administrative services to the Initial Portfolio, and the
Administrator is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:
1. Appointment. The Trust hereby employs Millennium Financial LLC
to act as the Administrator for the Initial Portfolio and any other
Portfolios which become subject to this Agreement pursuant to the
provisions of Section 13 hereunder and to manage its business affairs to
the extent requested by and subject to the supervision of the Trust's Board
of Trustees ("Trustees") for the period and upon the terms herein set
forth. The Administrator accepts such employment and agrees to render such
services described in Section 2 of this Agreement for the compensation set
forth in Section 4 of, and Exhibit A to, this Agreement.
2. Services as Administrator. Subject always to the supervision
of the Trustees, Administrator agrees that it will comply with all
restrictions of the Trust's Declaration of Trust and By-Laws, the Trust's
Prospectus, Statement of Additional Information and any resolutions of the
Trustees, and all applicable rules and regulations of the Securities and
Exchange Commission;
The Administrator also agrees to provide executive and
administrative services necessary to manage the business affairs of
the Fund including:
(a) review of proposals and contracts of all third-party
providers to the Trust and provide recommendations to the Board of
Trustees to change or continue such contracts;
(b) periodic review of vendors' compliance with the Trust's
Declaration of Trust and By-Laws, the stated investment objectives,
policies, restrictions and procedures of the Portfolios adopted by
the Trustees and set forth in the Trust's Prospectus, Statement of
Additional Information and any resolutions of the Trustees, and all
applicable rules and regulations of the Securities and Exchange
Commission but such review shall not relieve any vendor of its
primary responsibility for assuring such compliance;
(c) coordinate the preparation and filing of the Fund's tax
returns;
(d) prepare and supervise the printing and mailing of reports
to shareholders;
(e) review bills and authorize payments;
(f) recommend limits and acquire required fidelity bonds;
(g) prepare materials for meetings of the Board of Trustees;
(h) prepare and/or file required reports with the state of
Massachusetts and the SEC;
(i) determine number of shares of the Trust to register in
each state based on the advisor's or distributors sales projections
and prepare and/or file documents with states to maintain appropriate
securities registrations;
(j) if desired by the Trust, permit members or employees of
the Administrator to serve without compensation from the Trust, as
trustees, officers or agents of the Trust if duly elected or
appointed to such positions and subject to their individual consent
and to any limitations imposed by law;
(k) provide such other services as may be reasonably
requested by the Trust.
The Administrator shall for all purposes herein provided be deemed to
be an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust. It is understood and
agreed that the Administrator, by separate agreements with the Trust, may
also serve the Trust in other capacities.
3. Administration Fee. For the services described in Section 2,
the Trust will accrue daily and pay monthly a fee to Administrator at the
annual rate applied to the value of that Portfolio's daily average net
assets as set forth in Exhibit A. The value of the Portfolio's net assets
will be computed in the manner described in the Trust's current Prospectus
and/or Statement of Additional Information. On each day the net asset
value is not calculated, the net asset value of a Portfolio shall be deemed
to be the net asset value as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing
computations. The fee for a given month shall be paid on the first
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business day of the following month. For the month and year in which this
Administration Agreement (the "Agreement") becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days
that the Agreement is in effect during the month and year, respectively.
The services of the Administrator to the Trust under this Agreement are not
to be deemed exclusive, and the Administrator shall be free to render
similar services or other services to others.
4. Expenses. The Administrator shall not be required to pay and
the Trust shall assume and pay the charges and expenses of its operations,
including but not limited to expenses for services rendered by an
investment adviser, a custodian for the safekeeping of the Fund's
securities or other property, compensation of the trustees (other than
those affiliated with the Administrator or Trias Capital Management, Inc.),
charges and expenses of independent auditors, of legal counsel, of any
transfer or dividend disbursing agent, any registrar of the Fund, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, costs of pricing services to obtain
valuations of portfolio securities, costs of share certificates and
reports, insurance premiums, membership dues in the Investment Company
Institute or any similar organization, reports and notices to shareholders,
stationery, printing, postage, other like miscellaneous expenses and all
taxes and fees payable to federal, state or other government agencies on
account of the registration of securities issued by the Trust, filing of
corporate documents or otherwise. The Trust shall not pay or incur any
obligation for any expenses for which the Trust intends to seek
reimbursement from the Administrator as herein provided without first
obtaining the written approval of the Administrator. From time to time the
Administrator may agree to waive a portion or all of its fee payable
pursuant to Section 4, in the sole discretion of the Administrator.
5. Use of Name. Millennium Financial LLC hereby licenses the use
of the name "Millennium," "Millennium Income" or any derivation thereof in
connection with the registered investment company with which the Trust is
or may become associated. If Millennium Financial LLC ceases to be the
Administrator for the Trust the license shall terminate.
6. Limitation of Liability of Administrator. The Administrator
shall not be liable for any error of judgment or of law or for any loss
suffered by the Trust in connection with the matters to which this
Agreement relates, except loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Administrator in the
performance of its duties under this Agreement.
7. Term; Termination; Amendment. This Agreement shall become
effective with respect to the Initial Portfolio on the date hereof and
shall remain in full force for two years from the effective date unless
sooner terminated as hereinafter provided. This Agreement shall continue
in force from year to year thereafter with respect to the Initial Portfolio
and each other Portfolio to which the Agreement shall have become
applicable, but only so long as such continuance is specifically approved
for each Portfolio at least annually in the manner required by the
Investment Company Act of 1940 and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not
approved for a Portfolio, the Administrator may continue to serve in such
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capacity for such Portfolio in the manner and to the extent permitted by
the Investment Company Act of 1940 and the rules and regulations
thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any
penalty by the Trust or by the Administrator on sixty (60) days written
notice to the other party. The Trust may effect termination with respect
to any Portfolio by action of the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Portfolio.
This Agreement may also be terminated with respect to any Portfolio
at any time, without the payment of any penalty by the Trust in the event
that it shall have been established by a court of competent jurisdiction
that the Administrator or any officer or member of the Administrator has
taken any action which results in a breach of the covenants of the
Administrator set forth herein.
The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment
Company Act of 1940 and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Administrator to receive payments on any unpaid balance of the compensation
described in Section 3 earned prior to such termination.
8. Amendment of this Agreement. As to each Portfolio of the Fund,
this Agreement may be amended only by an instrument in writing signed by
the party against which enforcement of the amendment is sought. An
amendment of this Agreement affecting a Portfolio hereunder shall not be
effective until approved in the manner required by the Investment Company
Act of 1940 and the rules and regulations thereunder.
9. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
10. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at
its principal place of business or such other address as either party may
designate for the receipt of such notice.
11. Applicable Law. This Agreement shall be construed in
accordance with applicable federal law and the laws of the State of
Illinois, except Section 15, which shall be construed in accordance with
the laws of the Commonwealth of Massachusetts.
12. Captions. The captions in 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.
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13. Additional Portfolios. In the event that the Trust establishes
one or more portfolios other than the Initial Portfolio with respect to
which it desires to engage the Administrator to render administrative
services hereunder, it shall notify the Administrator of such desire. If
the Administrator is willing to render such services and the Trust and the
Administrator agree upon the administrative fee rates (including
breakpoints) to be payable by such portfolio or portfolios, the
Administrator and the Trust shall each execute an amendment to Exhibit A of
this Agreement setting forth the agreed upon fee rates, whereupon such
portfolio or portfolios shall become a Portfolio or Portfolios hereunder.
14. Affiliations. Subject to applicable statutes and regulation,
it is understood that trustees, officers or agents of the Trust are or may
be interested in the Administrator as members, officers, agents or
otherwise, and that the members, officers and agents of the Administrator
may be interested in the Trust otherwise than as a trustee, officer or
agent.
15. Disclaimer of Liability. A copy of the Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts and notice
is hereby given to Administrator that this Agreement has been executed on
behalf of Fund by the undersigned officer of Fund in her capacity as an
officer of Fund. The Administrator agrees that the obligations assumed by
the Trust pursuant to this Agreement shall be limited in any case to the
Trust and its assets and that the Administrator shall not seek satisfaction
of any such obligations from the Shareholders of the Trust, the Trustees,
officers, employees or agents of the Trust or any of them individually.
IN WITNESS WHEREOF, the Trust and the Administrator have caused this
Agreement to be executed as of the day and year first above written.
MILLENNIUM INCOME TRUST
By: _____________________________
ATTEST:
_______________________________
MILLENNIUM FINANCIAL LLC
By: _____________________________
ATTEST:
________________________________
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EXHIBIT A
ADMINISTRATOR'S RATE OF FEE
IN ACCORDANCE WITH SECTION 3
PORTFOLIO OF THIS AGREEMENT
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Treasurers' Government Portfolio .05%
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