EXHIBIT A
ADMINISTRATION AGREEMENT
XXXXXX ASSET MANAGEMENT, INC.
And
MUTUAL FUNDS SERVICE CO.
This Agreement dated as of the 1st day of October, 2003, made by and
between XXXXXX ASSET MANAGEMENT, INC., a corporation organized and existing
under the laws of the State of Ohio (the "Adviser"), and MUTUAL FUNDS SERVICE
CO., a corporation organized and existing under the laws of the State of Ohio
("Agent").
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the MEEDER PREMIER PORTFOLIOS, a Massachusetts business
trust (the "Trust"), on behalf of the portfolios as set forth on Schedule A
attached hereto and incorporated herein, as such Schedule may be amended from
time to time by the Adviser and Agent (each series, a "Fund" and collectively,
the "Funds);
WHEREAS, pursuant to an Investment Advisory Agreement dated of even date
herewith between the Adviser and the Trust (the "Investment Advisory
Agreement"), the Adviser has agreed to arrange for the provision of a transfer,
dividend disbursing and redemption agent for each of the Portfolios; and
WHEREAS, pursuant to the Investment Advisory Agreement, the Trust has
agreed to perform its obligations under this Agreement and to allow the Trust
and Portfolios to receive the services to be performed by the Agent hereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The Adviser hereby appoints Agent as the Trust's Transfer,
Redemption and Dividend Disbursing Agent for each Portfolio and Agent accepts
such appointments and agrees to act in such capacities upon the terms set forth
in this Agreement. The Trust acknowledges and accepts the appointment in the
immediately preceding sentence.
TRANSFER AGENCY
SECTION 2. Agent will maintain registry records in the usual form in which
it will note the issuance, transfer and redemption of Shares and the issuance
and transfer of Share Certificates. Agent is also authorized to maintain an
account entitled Unissued Certificate Account in which it will record the Shares
and fractions of Shares issued and outstanding from time to time for which
issuance of Share Certificates was not requested. The Trust shall provide to the
Agent reports for each Portfolio of Portfolio Share purchases, redemptions and
total Shares outstanding on the next business day after each net asset
valuation. Agent is authorized to keep records for each Portfolio in which it
will note the names and registered addresses of Shareholders, and the number of
Shares and fractions from time to time owned by them for which no Share
Certificates are outstanding.
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SECTION 3. Agent will issue Share Certificates for Shares of each
Portfolio, only upon receipt of a written request from a Shareholder. In all
other cases, the Trust authorizes Agent to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Agent, as Transfer Agent, shall merely note on its stock registry records
the issuance of the Shares and fractions, if any; shall credit the Unissued
Certificate Account with the Shares and fractions issued; and shall credit the
proper number of Shares and fractions to the respective Shareholders. Likewise,
whenever Agent has occasion to surrender for redemption Shares and fractions to
the respective Shareholders, it shall be unnecessary to issue Share Certificates
for redemption purposes. The Trust authorizes Agent in such cases to process the
transactions by appropriate entries in its stock transfer records, and debiting
of the unissued Certificate Account and the record of issued Shares outstanding.
SECTION 4. Agent in its capacity as Transfer Agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock Transfer Agent for a corporation. It will countersign for issuance or
reissuance Share Certificates representing original issue or reissued treasury
Shares as directed by the written instructions of the Trust, and will transfer
Share Certificates registered in the name of Shareholders from one Shareholder
to another in the usual manner. Agent may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper believed by it in good faith to
be genuine and unaltered, and to have been signed, countersigned, or executed by
a duly authorized person or persons, or upon the instructions of any officer of
the Trust, or upon the advice of counsel for the Trust or for Agent. Agent may
record any transfer of Share Certificates which is believed by it in good faith
to have been duly authorized or may refuse to record any transfer of Share
Certificates if in good faith Agent deems such refusal necessary in order to
avoid any liability to any person.
SECTION 5. In case of any request or demand for the inspection of the Share
records of the Trust, Agent as Transfer Agent, shall endeavor to notify the
Trust and to secure instructions as to permitting or refusing such inspection.
However, Agent may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so.
ISSUANCE OF SHARES
SECTION 6. Prior to the daily determination of net asset value in
accordance with the Trust's or any Portfolio's prospectus, Agent shall process
all purchase orders received for each Portfolio since the last determination of
each Portfolio's net asset value.
Immediately after 4:00 p.m., Columbus time, on each day that the Trust and
Agent are open for business or on any other day on which there is sufficient
degree of trading in the Trust's portfolio securities that the current net asset
value of a Portfolio's Shares might be materially affected, Agent shall obtain
from the Trust a quotation (on which it may conclusively rely) of the net asset
value per Share determined as of 4:00 p.m., Columbus
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time, on that day. Agent shall proceed to calculate for the Portfolio the amount
available for investment in Shares at the quoted net asset value, the number of
Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased for the Portfolio and confirm such number to
the trust in writing.
SECTION 7. Agent having made the calculations provided for in Section 6,
shall thereupon for each of the Portfolios pay over the net asset value of
Shares purchased to the Bank. The payment shall then be deposited in an account
maintained under the Custodian Agreement. The proper number of Shares and
fractional Shares for each of the Portfolios shall then be issued daily and
credited by Agent to the Unissued Certificate Account. The Shares and fractional
Shares purchased for each Shareholder will be credited by Agent to his separate
account. Agent shall mail to each Shareholder a confirmation of each purchase,
with copies to each Trust if balance, the new Share balance, the Shares held
under a Plan (if any), the Shares for which Stock Certificates are outstanding
(if any), the amount invested and the price paid for the newly purchased Shares.
REDEMPTIONS
SECTION 8. Agent shall, for each Portfolio, prior to the daily
determination of net asset value in accordance with the Trust's or any
Portfolio's prospectus, process all requests from Shareholders to redeem Shares
and determine the number of Shares required to be redeemed to make monthly
payments, automatic payment or the like. Thereupon, Agent shall advise each
Portfolio of the total number of Shares available for redemption and the number
of Shares and fractional Shares requested to be redeemed. Each Portfolio shall
then quote to Agent the applicable net asset value, whereupon Agent shall
furnish each Portfolio with an appropriate confirmation of the redemption and
process the redemption by filing with the Bank an appropriate statement and
making the proper distribution and application of the redemption proceeds in
accordance with the Trust's or any Portfolio's prospectus. The stock registry
books recording outstanding Shares, the Unissued Certificate Account and the
individual account of the Shareholder shall be properly debited.
In lieu of carrying out the redemption procedures hereinabove provided for
in this Section 8, Agent may, at the request of Portfolio, sell Shares to Fund
as repurchases from Shareholders, provided that in each such case the sale price
shall be not less than the applicable redemption price. In such case the
redemption procedures shall be appropriately modified.
SECTION 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's or any Portfolio's prospectus as follows:
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(a) By check mailed to Shareholder at his registered address. The request
and stock certificates, if any, for Shares being redeemed, must have the owner's
signature guaranteed by a domestic commercial bank or trust company or a member
firm of a national securities exchange.
(b) By wire to a designated bank or broker upon telephone request, without
signature guarantee, if such redemption procedure has been elected by the
Shareholder on the Account Application. Any change in the designated bank or
broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.
(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.
DIVIDENDS
SECTION 10. It is mutually understood by the parties that each Portfolio
intends to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with the
Trust's or any Portfolio's currently effective prospectus. The Agent shall
compute the dividends per Share payable with respect to the account of each
Shareholder and the number of additional Shares and fractional Shares to be
issued with respect to such dividends. The Agent shall notify each Portfolio of
the total number of additional Shares and fractional shares which have been
issued. The Agent shall maintain records as to the additional shares and
fractional Shares issued with respect to the account of each Shareholder.
In the event that the Trust changes a dividend policy for the Portfolio or
orders the distribution of any long-term gains with respect to a Portfolio, the
Trust shall notify the Agent of such resolution of its Trustees declaring a
dividend or other distribution, the amount payable per Share, the record date
for determining Shareholders entitled to payment, the net asset value to be used
for reinvestments of dividends and the payment date. The Agent shall, on the
designated payment date, calculate the amount to be reinvested in Shares and
fractional Shares for each Shareholder.
GENERAL PROVISIONS
SECTION 11. Agent shall maintain records (which may be part of the stock
transfer records) in connection with the issuance and redemption of Shares, the
disbursement of dividends and dividend reinvestments, in which will be noted and
transactions effected for each Shareholder and the number of Shares and
fractional Shares owned by each for which no Share Certificates are outstanding.
SECTION 12. Agent agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940,
as amended, any records relating to services provided under this Agreement which
are required to be maintained by Rule 31a-1 under said Act.
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SECTION 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation of
and mailing Federal Tax Information Forms, mailing semi-annual reports of the
Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.
SECTION 14. Except as set forth in Section 6, nothing contained in this
Agreement is intended to or shall require Agent in any capacity hereunder, to
perform any functions or duties on any holiday, day of special observance or any
other day on which Agent or the New York Stock Exchange is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
Agent are open.
SECTION 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its corporate
capacity arising out of its compensation hereunder.
SECTION 16. (a) Except as set forth below in this Section 16, the Adviser
shall indemnify Agent and save it harmless from and against all actions, suits
and claims, whether groundless or otherwise, arising directly or indirectly out
of or in connection with its performance under this Agreement and from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities incurred by Agent in connection with any such action,
suit, or claim. Agent shall not be under any obligation to prosecute or to
defend any action, suit or claim arising out of or in connection with its
performance under this Agreement, which, in the opinion of its counsel, may
involve it in expense or liability, and the Adviser shall, so often as
reasonably requested, furnish Agent with satisfactory indemnity against such
expense or liability, and upon request of Agent the Adviser shall assume the
entire defense of any action, suit, or claim subject to the foregoing indemnity;
provided, however, that Agent shall give the Agent and Trust notice and
reasonable opportunity to defend any such action, suit, or claim, in the name of
the Adviser, Trust or Agent or any combination thereof.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust, or of counsel, who
may be counsel for the Trust or counsel for Agent, and upon statements of
accountants, brokers and other persons believed by it in good faith to be
expert in the matters upon which they are consulted and for any actions
taken in good faith upon such statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good faith
reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon
the genuineness of any
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such document or copy thereof believed in good faith by Agent to have been
validly executed.
(iii) Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other paper or document believed by it to be genuine and to have been
signed or presented by the purchaser, Trust or other proper party or
parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended that
insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by Agent,
such liability shall be borne by Agent's insurance carriers. In the event of any
loss occurring which is attributable to any payment upon a forged instrument,
oversight, error or omission by Agent, Agent shall use its best efforts to have
its insurance carriers bear the loss.
SECTION 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without a
signature guarantee. The Adviser hereby agrees to indemnify and hold Agent, its
successors and assigns, harmless of and from any and all expenses, damages,
claims, suits, liabilities, actions, demands, losses whatsoever arising out of
or in connection with a payment by Agent upon redemption of Shares without a
signature guarantee and upon the request of Agent the Adviser shall assume the
entire defense of any action, suit or claims subject to the foregoing indemnity.
Agent shall notify the Trust and Adviser of any such action, suit or claim
within thirty (30) days after receipt by Agent of notice thereof.
SECTION 18. The Trust shall promptly cause to be turned over to Agent all
records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
SECTION 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
SECTION 20. This Agreement may be amended from time to time by a
supplemental agreement executed by the Adviser and the Agent.
SECTION 21. Either the Adviser or Agent may give 30 days' written notice to
the other of the termination of this Agreement, such termination to take effect
at the time specified in the notice.
SECTION 22. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested to the respective parties as follows:
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IF TO THE ADVISER:
------------------
Xxxxxx Asset Management, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
IF TO THE TRUST:
----------------
Meeder Premier Portfolios
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
IF TO AGENT:
------------
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Any such notice shall be deemed to have been given upon receipt.
SECTION 23. The Adviser agrees to pay the Agent compensation for its
services and to reimburse it for expenses pursuant to a mutually acceptable
agreement between the parties.
SECTION 24. The Adviser represents and warrants to Agent that the execution
and delivery of this Administration Agreement by the undersigned officers of the
Adviser has been duly and validly authorized by resolution of the Directors of
the Adviser.
SECTION 25. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 26. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Adviser without the written
consent of Agent or by Agent without the written consent of the Adviser,
authorized or approved by a resolution of its Directors.
SECTION 27. The Trust shall be a third-party beneficiary of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
XXXXXX ASSET MANAGEMENT, INC.
By:_______________________________
MUTUAL FUNDS SERVICE CO.
By:_______________________________
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SCHEDULE A
DEFENSIVE EQUITY PORTFOLIO
GROWTH PORTFOLIO
FIXED INCOME PORTFOLIO
AGGRESSIVE GROWTH PORTFOLIO
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