ADMINISTRATION AGREEMENT
BT Pyramid Mutual Funds
AGREEMENT made as of the 1st day of July, 2001, by and between BT Pyramid
Mutual Funds, a Massachusetts business trust (the "Trust"), on behalf of each of
the Funds listed on Appendix A hereto, as it may be amended from time to time
(collectively, the "Funds"), and INVESTMENT COMPANY CAPITAL CORPORATION, a
Maryland corporation (the "Administrator").
The Trust is an open-end, management investment company, registered under
the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended.
The Trust desires the Administrator to render administrative services to
the Trust and to arrange for certain other services needed by the Trust, and the
Administrator is willing to render and arrange for such services upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. ADMINISTRATIVE AND OTHER SERVICES.
(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Trust, and, at its own expense, shall arrange and contract for
transfer agency and fund accounting services for the Trust as the
Trust may require. Specifically, the Administrator will (i) provide
supervision of all aspects of the Trust's operations not referred to
in Section 1 of the current investment management agreements between
the Trust and the Trust's investment adviser (the "Investment Advisory
Agreement"); (ii) provide the Trust with personnel to perform such
executive, administrative, accounting and clerical services as are
reasonably necessary to provide effective administration of the Trust;
(iii) arrange for, at the Trust's expense, the preparation for the
Trust of all required tax returns; (iv) arrange for (a) the
preparation and submission of reports to existing shareholders and (b)
the periodic updating of the Trust's prospectus and statement of
additional information and the preparation of reports filed with the
Securities and Exchange Commission and other regulatory authorities;
(v) maintain all of the Trust's records not required to be maintained
by the investment adviser pursuant to the Investment Advisory
Agreement; (vi) provide the Trust with adequate office space and all
necessary office equipment and services, including, without
limitation, telephone service, heat, utilities, stationery supplies
and similar items; and (vii) arrange for transfer agency-related and
shareholder relations services and facilities and the services of one
or more of its employees or officers, or employees or officers of its
affiliates relating to such functions (including salaries and
benefits, office space and supplies, equipment and teaching.)
(b) The Administrator shall engage: (i) a transfer agent registered
as such with the Securities and Exchange Commission to serve as the
Trust's transfer agent; and (ii) a fund accounting agent to provide
fund accounting services to the Trust, and shall supervise the
services provided by them.
(c) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may reasonably
request, including but not limited to reports concerning the services
of the administrator, custodian, and fund accounting and transfer
agents. The Administrator shall for all purposes herein be deemed to
be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
(d) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(e) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in Section
1 above and this Section 2, the Administrator will pay all costs it incurs
in connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust, the
services of such of its partners, officers and employees as may duly be
elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. The Administrator
shall also pay the fees of the transfer agent and fund accounting agent
engaged by it (other than such entities out-of-pocket charges). The
Administrator will not be required to pay any expenses of the Trust other
than those specifically allocated to the Administrator in this Section 2.
In particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organizational expenses of the Trust;
(iii) fees and expenses incurred by the Trust in connection with membership
in investment company organizations; (iv) brokers' commissions, transfer
taxes, fees and other expenses connected with the acquisition, disposition
and valuation of securities and other investments; (v) fees and charges for
portfolio pricing services to a pricing agent, if any; (vi) outside legal,
accounting or auditing expenses; (vii) interest, insurance premiums, taxes
or governmental fees; (viii) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Trust's business; (ix) the cost of preparing stock certificates or any
other expenses, including, without limitation, clerical expenses of issue,
redemption or repurchase of shares of the Trust; (x) the expenses of and
fees for registering or qualifying shares of the Trust for sale and of
maintaining the registration of the Trust and registering the Trust as a
broker or a dealer, if applicable; (xi) the fees and expenses of Trustees
of the Trust who are not affiliated with the Administrator; (xii) the cost
of typesetting, printing and distributing report and notices to
shareholders, the Securities and
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Exchange Commission and other regulatory authorities; (xiii) any direct
charges to shareholders approved by the Board of Trustees of the Trust; or
(xiv) costs in connection with annual or special meetings of shareholders,
including proxy material preparation, printing and mailing. The
Administrator shall not be required to pay expenses of activities which are
primarily intended to result in sales of shares of the Trust.
3. COMPENSATION OF THE ADMINISTRATOR.
(a) For all services to be rendered and payments made as provided
in Sections 1 and 2 hereof, the Trust will cause each Fund to pay the
Administrator on the last day of each month a fee at an annual rate
equal to a percentage of the average daily net assets of such Fund as
set forth in Appendix A hereto. The "average daily net assets" of a
Fund shall be determined on the basis set forth in the Trust's
prospectus or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder.
(b) In addition to the foregoing, the Administrator may from time
to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof
would otherwise accrue) and/or undertake to pay or reimburse the Trust
for all or a portion of its expenses not otherwise required to be
borne or reimbursed by the Administrator. Any such fee reduction or
undertaking may be discontinued or modified by the Administrator at
any time.
4. OTHER INTERESTS. It is understood that the Trustees and Officers of the
Trust and shareholders of the Funds are or may be or become interested in
the Administrator as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator are or may be or become similarly interested in the Funds,
and that the Administrator may be or become interested in the Funds as
shareholder or otherwise. It is also understood that directors, officers,
employees and shareholders of the Administrator may be or become interested
(as directors, trustees, officers, employees, stockholders or otherwise) in
other companies or entities (including, without limitation, other
investment companies) controlling, controlled by or under common control
with the Administrator, its affiliates or subsidiaries or which the
Administrator, its affiliates or subsidiaries may in the future organize,
sponsor or acquire, or with which they may merge or consolidate, and that
the Administrator, its affiliates or subsidiaries may enter into advisory
or management or administration agreements or other contracts or
relationships with such other companies or entities.
5. SUB-ADMINISTRATORS. The Administrator may employ, at its own expense, one
or more sub-administrators from time to time to perform such of the acts
and services of the Administrator and upon such terms and conditions as may
be agreed upon between the Administrator and such sub-administrators and
approved by the Board of Trustees of the Trust.
6. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator shall
not be liable for any error or judgment (including the selection,
appointment and retention of the Trust's
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transfer agent or fund accounting agent) or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this
Agreement relates or loss arising from the acts, omissions, errors or
delays of the Trust's transfer agent or fund accounting agent, except a
loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by the
Administrator of its obligations and duties under this Agreement. Any
person, even though also employed by the Administrator, who may be or
become an employee of and paid by the Trust shall be deemed, when acting
within the scope of his employment by the Trust, to be acting in such
employment solely for the Trust and not as its employee or agent. It is
understood and expressly stipulated that none of the trustees or
shareholders of the Trust shall be personally liable hereunder. None of the
trustees, officers, agents or shareholders of the Trust assume any personal
liability for obligations entered into on behalf of the Trust. All persons
dealing with the Trust must look solely to the property of the Trust for
the enforcement of any claims against the Trust. No Fund shall be liable
for any claims against any other Fund of the Trust.
7. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons" when
used herein shall have the respective meanings specified in the 1940 Act as
now in effect or as hereunder amended subject however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order.
8. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the date
hereof and shall continue in full force and effect for successive periods
of one year thereafter, but only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Board of Trustees of the Trust. This Agreement may, on 60 days' written
notice to the other party, be terminated at any time without the payment of
any penalty by the Trust or by the Administrator.
9. AMENDMENT TO THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
11. MISCELLANEOUS. 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. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BT Pyramid Mutual Funds
on behalf of each Fund listed on
Appendix A
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
President
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APPENDIX A
Fund Annual Administration Fee
---- -------------------------
Asset Management Fund--Premier Class 0.15%
Equity 500 Index Fund Investment 0.30%
Money Market Fund Investment 0.30%
PreservationPlus Fund--Institutional Class 0.10%
PreservationPlus Fund--Institutional Service Class 0.10%
PreservationPlus Fund--Investment Class 0.25%
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