EXHIBIT 9(d)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of May 1, 1995 by and between THE
SHAREHOLDER SERVICES GROUP, INC., a Massachusetts corporation ("TSSG"), and ST.
CLAIR FUNDS, INC., a Maryland Corporation (the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company desires to retain TSSG to render certain
administrative services to the St. Clair Money Market Fund--Fiduciary Portfolio
and the St. Clair Institutional Index Equity Fund (each, a "Fund" and
collectively, the "Funds") of the Company and TSSG is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints TSSG to act as Administrator
of the Company on the terms set forth in this Agreement. TSSG accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided for in the Fee Schedule.
In the event that the Company establishes one or more portfolios other
than the Funds with respect to which the Company decides to retain TSSG to act
as administrator and accounting services provider, the Company shall so notify
TSSG in writing. If TSSG is willing to render such services, TSSG shall notify
the Company in writing whereupon such portfolio shall be deemed to be a Fund
hereunder. Without limiting the foregoing, it is understood that the Company
will from time to time issue separate series or classes of shares and may
classify and reclassify shares of any such series or class. TSSG shall identify
to each such series or class property belonging to such series or class and in
such reports, confirmations and notices to the Company called for under this
Agreement shall identify the series or class to which such report, confirmation
or notice pertains.
2. Delivery f Documents. The Company has furnished TSSG with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Company's Board of Directors authorizing the
appointment of TSSG to provide administrative services to the Company and
approving this Agreement;
(b) The Company's Articles of Incorporation filed with the Secretary
of State of the state of Maryland on March 29, 1993 and all amendments thereto
(the "Articles of Incorporation");
(c) The Company's By-laws and all amendments thereto (the "By-
laws");
(d) The Investment Advisory Agreements between Munder Capital
Management (the "Adviser") and the Company dated January 31, 1995;
(e) The Custody Agreements between Comerica Bank (the "Custodian")
and the Company dated June 13, 1994, respectively (the "Custody Agreements");
(f) The Transfer Agency and Registrar Agreement between The
Shareholder Services Group, Inc. (the "Transfer Agent") and the Company dated
August 8, 1994;
(g) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 2-91373 and 811-4033), as filed with the Securities and Exchange
Commission ("SEC") on November 27, 1987, relating to the Company's shares of
beneficial interest, and all amendments thereto; and
(h) The Company's most recent prospectuses and statements of
additional information (together, the "Prospectus").
The Company will furnish TSSG from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will provide TSSG with any other documents
that TSSG may reasonably request and will notify TSSG as soon as possible of any
matter materially affecting the performance by TSSG of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Board of Directors of the Company, TSSG, as Administrator, will use its best
judgment in supervising various aspects of the Company's administrative
operations and undertakes to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of
TSSG or a corporate affiliate);
(b) Furnishing statistical and research data, data processing
services, clerical services, internal legal, executive and administrative
services and stationery and office supplies in connection with the foregoing;
(c) Furnishing corporate secretarial services including preparation
and distribution of materials for Board of Directors meetings;
(d) Assisting in the preparation of the Company's Registration
Statement and any Pre-Effective and Post-Effective Amendments to the Company's
Registration Statement, Notices of Annual or Special Meetings of Shareholders
and Proxy materials relating to such Meetings;
(e) Assisting in the determination of the jurisdictions in which the
Company's shares will be registered or qualified for sale and, in connection
therewith, shall be responsible for the initial registration or qualification
and the maintenance of such registration or qualification of such shares for
sale under the securities laws of any state. Payment of share registration fees
and any fees for qualifying or continuing the qualification of any Fund as a
dealer or broker shall be made by that Fund;
(f) Providing the services of certain persons who may be appointed
as officers of the Company by the Company's Board of Directors;
(g) Providing legal advice and counsel to the Company with respect
to regulatory matters, including monitoring regulatory and legislative
developments which may affect the Company and assisting in the strategic
response to such developments, counseling and assisting the Company in routine
regulatory examinations or investigations of the Company, and working closely
with outside counsel to the Company in response to any litigation or non-routine
regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance
of such accounts, books and records of the Company as may be required by Section
31(a) of the 1940 Act and the rules thereunder and agrees that all records that
it maintains for the Company are the property of the Company and further agrees
to surrender promptly to the Company any such records at the Company's request);
(i) Internal auditing and treasury services;
(j) Valuing the Company's assets and calculating the net asset
value of the shares of each Fund on each business day;
(k) Accumulating information for and, subject to approval by the
Company's Treasurer, preparing reports to the Company's shareholders of record
and the SEC including, but not necessarily limited to, Annual and Semi-Annual
Reports, Semi-Annual Reports on Form
N-SAR and Notices pursuant to Rule 24f-2;
(l) Reviewing and providing advice and counsel on all sales and
advertising materials prepared on behalf of the Company;
(m) Preparing, signing and filing the Company's tax returns;
(n) Assisting the Adviser, at the Adviser's request, in monitoring
and developing compliance procedures for the Company which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
each Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations and performing certain monthly compliance tests;
and
(o) Preparing and furnishing the Company (at the Company's request)
with performance information (including yield and total return information)
calculated in accordance with applicable U.S. securities laws and reporting to
external databases such information as may reasonably be requested.
Without limiting the foregoing services, it is agreed that TSSG will
perform the following accounting functions on an ongoing basis:
(a) Journalize each Fund's investment, capital share and income
and expense activities;
(b) Maintain individual ledgers for investment securities;
(c) Maintain historical tax lots for each security;
(d) Maintain financial records in accordance with the 1940 Act and
the Rules and Regulations thereunder;
(e) Reconcile on a daily basis cash and on a weekly basi
investment balances of the Company with the custodian;
(f) Post to and prepare each Fund's Statement of Assets and
Liabilities and Statement of Operations;
(g) Calculate various contractual expenses (e.g., advisory and
administration, transfer agency and custody fees):
(h) Monitor the expense accruals and notify Company management of
any proposed adjustments;
(i) Control all disbursements from the Company and authorize such
disbursements upon proper instructions;
(j) Calculate capital gains and losses;
(k) Determine each Fund's net income;
(l) Obtain security market quotes from independent pricing services
approved by the Adviser and the Company's Board of Directors, or if such quotes
are unavailable, then obtain such prices from the Adviser, and in either case
calculate the market value of each Fund's investments;
(m) Transmit or mail a copy of the daily portfolio valuation to the
Adviser, if requested;
(n) Compute the net asset value of each Fund;
(o) Compute the Fund's yields, total return, expense ratios,
portfolio turnover rate, and portfolio average dollar-weighted maturity;
(p) Xxxx securities to market based upon quotes furnished by the
Adviser, an independent pricing agent approved by the Company's Board of
Directors or based upon values derived from yield data relating to classes of
instruments obtained from reputable sources, provided that any pricing system
based on yield data for selected instruments must be based upon market
quotations for sufficient numbers and types of instruments to be a
representative sample of each class of instrument held by each Fund, as
applicable, both in terms of the types of instruments as well as the differing
quality of instruments;
(q) Assist in monitoring compliance and assist in the development of
compliance procedures for each Fund which will include among other matters,
monitoring compliance with each Fund's investment objectives, policies,
restrictions, tax matters and applicable laws and regulations;
(r) As appropriate, transmit to the Custodian instructions received
from the Adviser;
(s) Prepare semi-annual financial statements for each Fund, which
will include but not be limited to, the following items (the form and content of
such statements shall be in accordance with generally accepted accounting
principles):
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement, if applicable
(t) Prepare monthly broker security transactions summaries;
(u) Prepare monthly security transaction listings;
(v) Supply various Company statistical data as reasonably
requested on an ongoing basis;
(w) Keep all books and records with respect to the Company's books
of account;
(x) Keep records of the Company's securities transactions,
portfolio valuations and securities positions; and
(y) Act as liaison with the Company's independent public accountants
and provide account analyses, fiscal year summaries, and other audit related
schedules. TSSG will take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinions, as such
may be required by the Company from time to time.
In performing its duties as Administrator of the Company, TSSG (a) will
act in accordance with the Articles of Incorporation, By-laws, Prospectus and
with the instructions and directions of the Board of Directors of the Company
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations and (b) will consult with
legal counsel to the Company, as necessary and appropriate.
4. Allocation of Expenses. TSSG shall bear all expenses in connection
with the performance of its services under this Agreement.
(a) TSSG will from time to time employ or associate with itself such
person or persons as TSSG may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees who are employed by both TSSG and the Company. The compensation of
such person or persons shall be paid by TSSG and no obligation shall be incurred
on behalf of the Company in such respect.
(b) TSSG shall not be required to pay any of the following expenses
incurred by the Company: membership dues in the Investment Company Institute or
any similar organization; investment advisory expenses; costs of printing and
mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; taxes and fees payable to Federal, state
and other governmental agencies; fees of Directors of the Company who are not
affiliated with TSSG; outside auditing expenses; outside legal expenses; or
other expenses not specified in this Section 4 which may be properly payable by
the Company.
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made to TSSG, as provided for in this Agreement, the
Company shall compensate TSSG for its services rendered pursuant to this
Agreement in accordance with the fees set forth in the Fee Schedule, annexed
hereto and incorporated herein. Such fees do not include out-of-pocket
disbursements of TSSG for which TSSG will be entitled to xxxx separately.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in Schedule A annexed hereto and incorporated herein, which
schedule may be modified by mutual consent of the parties hereto.
(d) TSSG will xxxx the Company as soon as practicable after the end
of each calendar month, and said xxxxxxxx will be detailed in accordance with
the out-of-pocket schedule. The Company will promptly pay to TSSG the amount of
such billing.
(e) If in any fiscal year the aggregate expenses of any Fund (as
defined under the securities regulations of any state having jurisdiction over
such Fund) exceed the expense limitations of any such state, the Company may
deduct from the total fees to be paid with respect to such Fund under this
Agreement and under the Custody Agreement, or TSSG and the Custodian together
will bear, to the extent required by state law, that portion of the excess which
bears the same relation to the total of such excess as said total fees with
respect to such Fund bear to the total fees otherwise payable for the fiscal
year by the Company pursuant to the aforesaid Agreements with respect to such
Fund. Such deduction or payment, if any, with respect to TSSG will be limited to
the amount of the fee paid hereunder for the applicable period with respect to
the Fund involved.
5. Limitation of Liability. TSSG shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the performance of its obligations and duties under this Agreement, except
a loss resulting from TSSG's willful misfeasance, bad faith or gross negligence
in the performance of such obligations and duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement. The Company will
indemnify TSSG against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the willful misfeasance, bad faith or gross negligence in the performance of
such obligations and duties or by reason of its reckless disregard thereof. TSSG
will indemnify the Company against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit, based on TSSG's
willful misfeasance, bad faith or gross negligence in the performance of such
obligations and duties or by reason of its reckless disregard thereof.
6. Termination of Agreement.
(a) This Agreement shall become effective on the date hereof and
shall remain in force from year to year unless terminated pursuant to the
provision of sub-section (b) of this Section 6.
(b) This Agreement may be terminated with respect to any Fund at any
time without payment of any penalty, upon 60 days' written notice, by vote of
the holders of a majority of the outstanding voting securities of such Fund, or
by vote of a majority of the Board of Directors of the Company, or by TSSG.
(c) Section 9 shall survive the termination of this Agreement.
(d) In the event of equipment failures beyond TSSG's control, TSSG
shall, at no additional expense to the Company, take reasonable steps to
minimize service interruptions but shall have no liability with respect thereto.
The foregoing obligation shall not extend to computer terminals located outside
of premises maintained by TSSG. TSSG shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
7. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or TSSG shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.
To the Company:
Xxxxxxx X. Xxxxxxx
Chairman, St. Clair Funds, Inc.
c/o Kellogg Company
One Kellogg Square
X.X. Xxx 0000
Xxxxxx Xxxxx, Xxxxxxxx 00000-0000
with a copy to:
Xxx X. Xxxxxx
Munder Capital Management
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
To TSSG:
The Shareholder Services Group, Inc.
00 Xxxxx Xxxxxx - 000-000X
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns, provided that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of 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.
(f) This Agreement and the fee schedule hereto constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
9. Confidentiality. All books, records, information and data pertaining to
the business of the Company that are exchanged or received pursuant to the
performance of TSSG's duties under this Agreement shall remain confidential and
shall not be voluntarily disclosed to any other person, except as specifically
authorized by the Company or as may be required by law, and shall not be used by
TSSG for any purpose other than the performance of its responsibilities and
duties hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date,
first written above.
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title Vice President
ST. CLAIR FUNDS, INC.
By: /s/ Illegible
Name: Illegible
Title:
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
I. FEES FOR ADMINISTRATION SERVICES -- (Fund Administration and Fund Accounting)
A. The following annual Fund Administration fees apply:
.12% of the first $2.8 billion of the average daily net assets of
the Companies (as defined below); and
.105% of the next $2.2 billion of the Companies' average daily net
assets; and
.10% of the Companies' average daily net assets over $5 billion.
"Companies" shall include Ambassador Funds, St. Clair Funds, Inc. and The
Munder Funds, Inc.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of $1.2 million per
annum will apply for all portfolios in the Ambassador, St. Clair and Munder Fund
Families.
SCHEDULE A
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the
following:
- Postage (including overnight courier services) - Telephone -
Telecommunications charges (including FAX) - Duplicating - Pricing
services - Forms and supplies
