ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT made this 1st day of September, 1992, by and between
GINTEL FUND (the "Trust"), a Massachusetts business trust and GINTEL & CO.
LIMITED PARTNERSHIP (the "Administrator").
W I T N E S S E T H :
- - - - - - - - - -
In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
First: The Trust on behalf of its series and any new series subsequently
created hereby authorizes the Administrator to provide administrative
services to the Trust in accordance with the terms and conditions of
this Agreement. The Administrator's services shall be subject to the
direction and control of the Board of Trustees of the Trust and shall
be performed under the direction of the appropriate Trust officers.
The Administrator's functions shall be entirely ministerial in nature,
and it shall not have any responsibility or authority for the
investment management of the Trust, the determination of its
investment policies, or for any matter pertaining to the distribution
of securities issued by the Trust.
Second: The Administrator shall provide certain administration services
including but not limited to:
(A) paying all expenses of the Trust, except as set forth herein under
Paragraph THIRD, including, without limitations: the charges and
expenses of any registrar, custodian, sub-custodian or depository
appointed by the Trust for the safe keeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by the Trust; all fees payable by
the Trust to federal, state or other governmental agencies; the costs
and expenses of engraving or printing stock certificates, if any,
representing shares of the Trust; all costs and expenses in connection
with the registration and maintenance of registration of the Trust and
its shares with the Securities and Exchange Commission and various
states and other jurisdictions (including filing and legal fees and
disbursements of counsel); the costs and expenses of printing,
including typesetting and distributing prospectuses and statements of
additional information of the Trust and supplements thereto to the
Trust's shareholders and to potential shareholders of the Trust; all
expenses of shareholders' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; all expenses
incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in shares or in cash; charges and expenses of any
outside service used for pricing of the Trust's shares; routine fees
and expenses of legal counsel and of independent accountants, in
connection with any matter relating to the Trust; postage; insurance
premiums on property or personnel (including officers and trustees) of
the Trust which inure to its benefit; and all other charges and costs
of the Trust's operations unless otherwise explicitly assumed by the
Trust.
(B) maintaining the Trust's books and records except for: accounting books
and records, sales literature and other documents relating to the sale
of securities issued by the Trust (other than copies of such documents
preserved as a record of presentations to the Board of Trustees or
Trust officers), and records pertaining to the ownership of securities
issued by the Trust;
(C) preparing applications for insurance for the Trust and claims under
any insurance policy;
(D) preparing for the signature of the appropriate Trust officer (or
assist counsel and auditors in the preparation of) all required Trust
tax returns, proxy statements, semiannual reports to the Trust's
shareholders, semiannual reports to be filed with the Securities and
Exchange Commission, and updates to the Trust's Registration Statement
under the 1940 Act;
(E) arranging for the printing and mailing of proxy statements and other
reports or other materials provided to the Trust's shareholders;
(F) preparing applications and reports which may be necessary to maintain
on behalf of the Trust any registration of the Trust and/or the shares
of any series of the Trust under the securities or "blue sky" laws of
any state, province, or foreign country;
(G) preparing agendas and supporting documentation for, and minutes of,
Trustee and shareholder meetings;
(H) arranging for the computation of performance data including net asset
value and yield;
(I) arranging for the publication of current price information in
newspapers and publications;
(J) responding to all inquiries or other communications from shareholders
of the Trust and other parties or, if the inquiry is more properly
responded to by the Trust's transfer agent or distributor, referring,
the individual making the inquiry to the appropriate person;
(K) providing a substantial amount of the brokerage services related to
portfolio securities purchase and/or sale transactions for the Trust
which are executed on the New York or American Stock Exchanges,
Foreign or Regional Exchanges, where relevant, or traded in the
over-the-counter market and which the Trust's investment advisor
instructs the Administrator to effect, except when, in the officers'
of the Trust or the investment advisor's opinion, such brokerage
should be effected by unaffiliated brokers who also provide research
or statistical materials, or other services to the Trust or to the
investment advisor for the Trust's use. Brokerage commissions paid on
trades executed through such unaffiliated brokers will be paid by the
Trust and credited against the fees payable to the Administrator and
Paragraph SEVENTH, hereof. In connection with such portfolio brokerage
services, the Administrator or its clearing broker will furnish the
Trust and its investment advisor with confirmations of transactions
executed by the Administrator under monthly statements concerning all
securities transactions executed by the Administrator; and
(L) coordinating all relationships between the Trust and its contractors,
including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information, provided
that coordination with the Trust's Distributor shall be limited to the
exchange of information necessary for the administration of the Trust
and the reporting of that information to the Board of Trustees and
Trust officers.
Third: The Trust is responsible for the payment of the following expenses
not borne by the Administrator under Paragraph SECOND of this
agreement: (i) the investment advisory fees paid to the investment
advisor pursuant to the terms of its Agreement with the Trust; (ii)
the fees of the trustees who are not "interested persons" of the
Trust, as defined by the Investment Company Act of 1940, as amended
(the "1940 Act"), and travel and related expenses of trustees for
attendance at meetings; (iii) applicable transaction costs incurred as
a result of the purchase and sale of securities, such as regulatory
agency fees and certain sales and transfer taxes on portfolio
securities transactions for the Trust; (iv) taxes; (v) interest and
(vi) extraordinary expenses, if any, including, but not limited to,
legal claims and liabilities and litigation costs and any
indemnification related thereto.
Fourth: Any activities performed by the Administrator under this Agreement
shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the 1940 Act and of any
rules or regulations in force thereunder; (2) any other applicable
provision of law; (3) the provisions of the Agreement and Declaration
of Trust and By-Laws of the Trust as amended from time to time; (4)
any policies and determinations of the Board of Trustees of the Trust;
and (5) the fundamental policies of the Trust, as reflected in the
then current Registration Statement of the Trust. As used in this
Agreement, the term "Registration Statement" shall mean the
Registration Statement most recently filed by the Trust with the
Securities and Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended at
such time, and the term "Prospectus" and "Statement of Additional
Information" shall mean for the purposes of this Agreement the form of
the then current prospectus and statement of additional information
for each series of the Trust.
Fifth: Nothing in this Agreement shall prevent the Administrator or any
officer thereof from acting as administrator for any other person,
firm or corporation and shall not in any way limit or restrict the
Administrator or any of its directors, officers, employees or
affiliates from buying, selling or trading any securities for its own
or their own accounts or for the accounts of others for whom it or
they may be acting, provided, however, that the Administrator
expressly represents that it will undertake no activities which, in
its judgment, will adversely affect the performance of its obligations
to the Trust under this Agreement.
Sixth: The Administrator shall, at its own expense, provide office space
and facilities, equipment and personnel for the performance of its
functions hereunder.
Seventh: The Trust shall pay the Administrator, as full compensation for
all services rendered hereunder, an annual fee payable quarterly in
advance and computed on the net asset value of the Trust at the end of
each business day of the previous quarter at the annual rate of 1.25%
of the first $50 million of average daily net assets, plus 1.125% of
the next $50 million of average daily net assets, plus 1.0% of the
average daily net assets in excess of $100 million. The Administrator
in its sole discretion, may use a portion of its fees (not to exceed
0.25% of the average daily net assets of the Fund) to compensate
itself as well as other registered broker-dealers or financial
institutions for the shareholder servicing activities described in
Paragraph SECOND, above.
Eighth: In the event the operating expenses of the Trust, including the
investment advisory and administration fees, but excluding brokerage
commissions and fees, taxes, interest and extraordinary expenses such
as litigation, for any fiscal year ending on a date on which this
Agreement is in effect exceed the most restrictive expense limitation
applicable to the Trust imposed by the securities laws or regulations
thereunder of any state in which the shares of the Trust are qualified
for sale, as such limitations may be raised or lowered from time to
time, the Administrator shall reduce its administration fee to the
extent of its share of such excess expenses but not in excess of the
amount of its annual fee. The amount of any such reduction to be borne
by the Administrator shall be deducted from the quarterly
administration fee otherwise payable to the Administrator during such
fiscal year; and if such amounts should exceed the quarterly fee, the
Administrator shall pay to the Trust its share of such excess expenses
no later than the last day of the first month o the next succeeding
fiscal year. For the purposes of this paragraph, the term "fiscal
year" shall exclude the portion of the current fiscal year which shall
have elapsed prior to the date hereof and shall include the portion of
the then current fiscal year which shall have elapsed at the date of
termination of this Agreement.
Ninth:
(A) This Agreement shall go into effect at the close of business on the
date hereof, and, unless terminated as hereinafter provided, shall
continue in effect for two years thereafter and from year to year
thereafter, but only so long as such continuance is specifically
approved at least annually by the Trust's Board of Trustees, including
the vote of a majority of the Trustees who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such
party cast in person at a meeting called for the purpose of voting on
such approval, or by the vote of the holders of a "majority" (as so
defined) of the outstanding voting securities of the Trust and by such
vote of the Trustees.
(B) This Agreement may be terminated by the Administrator at any time
without penalty upon giving the Board of Trustees of the Trust sixty
(60) days' written notice (which notice may be waived by the Trust)
and may be terminated by the Board of Trustees of the Trust at any
time without penalty upon giving the Administrator sixty (60) days'
written notice (which notice may be waived by the Administrator),
provided that such termination by the Board of Trustees of the Trust
shall be directed or approved by the vote of a majority of all of its
Trustees in office at the time, including a majority of the Trustees
who are not interested persons (as defined in the Act) of the Trust,
or by the vote of the holders of a majority (as defined in the Act) of
the voting securities of the Trust at the time outstanding and
entitled to vote. This Agreement shall automatically terminate in the
event of its assignment, the term "assignment" for this purpose having
the meaning defined in Section 2(a)(4) of the Act.
Tenth: In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part
of the Administrator or any of its officers, directors or employees,
the Trust shall indemnify the Administrator against any and all
claims, demands and liabilities and expenses (including reasonable
attorney's fees) which the Administrator may incur based on any
omission in the course of, or connected with, rendering services
hereunder.
Eleventh: A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of
the Trustees of the Trust as Trustees and not individually, and that
the obligations of this instrument are not binding upon any of the
Trustees or shareholders individually but are binding only upon the
assets and property of the Trust. Twelfth: Any notice under this
Agreement shall be in writing, addressed and delivered, or mailed,
postage paid, to the other party at such address as such other party
may designate for the receipt of such notices. Until further notice to
the other party, it is agreed that the address of the Trust and the
Administrator shall be 0 Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
executed by their duly authorized officers as of the day and year first above
written. and expenses.
GINTEL FUND
By: /s/ Xxxxxx X. Xxxxxxxxx
ATTEST:
/s/ Xxxxx X. Xxxxxx
GINTEL & CO. LIMITED
PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxxx
ATTEST:
/s/ Xxxxx X. Xxxxxx
