ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, made this ______ day of
______ 199___, by and between ▇▇▇▇▇▇▇ ADMINISTRATIVE SERVICES
COMPANY, a Delaware corporation having its principal place of
business in Bethesda, Maryland ("CASC"), and ▇▇▇▇▇▇▇ SOCIAL
INVESTMENT FUND, a Massachusetts business trust (the "Fund").
The parties to this Agreement, intending to be legally
bound, agree with each other as follows:
1. Provision of Services. CASC hereby undertakes to
provide each portfolio of the Fund set forth on the attached Schedule
("Portfolio") with certain administrative services that will be
required in the conduct of business. Such services will include
maintaining the Fund's organizational existence, preparing the
Portfolio's prospectuses, preparing notices, proxy materials, reports
to regulatory bodies and reports to shareholder of the Portfolios,
determining the amount of periodic distributions per share, keeping
certain books and records, and such other incidental administrative
services as are necessary to the conduct of the Portfolio's affairs.
Additionally, CASC will provide oversight and compliance of
publications (such as newsletters, prospectuses, shareholder reports,
internet and website materials), shareholder complaints, governmental
inquiries, subpoenas, levies, judicial proceedings, review of sales
literature (in addition to the above-referenced publications),
federal and state registration requirements, draft writing (if
applicable) and check depositing procedures, Automatic Clearing House
procedures, shareholder service surveys and fraud oversight
procedures. The Fund hereby engages CASC to provide the Portfolio
with such services, or to cause such services to be provided to the
Fund by third parties.
2. Scope of Authority. CASC will be at all times, in the
performance of its functions under this Agreement, subject to any
direction and control of the Trustees of the Fund and of its
officers, and to the terms of the Fund's Declaration of Trust and
Bylaws and of the then current prospectus and statements of
additional information applicable to the Portfolios, except only that
it will have no obligation to provide to the Fund any services that
are clearly outside the scope of those contemplated in this
Agreement. In the performance of its duties hereunder, CASC will be
authorized to take such action not inconsistent with the express
provisions hereof as it deems advisable. It may contract with other
persons to provide to the Portfolio any of the services contemplated
herein under such terms as it deems reasonable and will have the
authority to direct the activities of such other persons in the
manner it deems appropriate.
3. Other Activities of CASC. CASC and any of its
affiliates will be free to engage in any other lawful activity,
including the rendering to others of services similar to those to be
rendered to the Portfolios hereunder; and CASC or any interested
person thereof will be free to invest in any Portfolio as
shareholder, to become an officer or Trustee of the Fund if properly
elected, or to enter into any other relationship with the Fund
approved by the Trustees and in accordance with law.
CASC agrees that it will not deal with the Fund in any
transaction in which CASC acts as a principal, except to the extent
as may be permitted by the terms of this Agreement.
4. Recordkeeping and Other Information. CASC will,
commencing on the effective date of this Agreement, create and
maintain all necessary administrative records of the Portfolio in
accordance with all applicable laws, rules and regulations, including
but not limited to records required by Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the
Rules thereunder, as amended from time to time. All records will be
the property of the Fund and will be available for inspection and use
by the Fund.
5. Audit, Inspection and Visitation. CASC will make
available during regular business hours all records and other data
created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Securities and Exchange Commission (the
"SEC"), the Fund or any person retained by the Fund.
6. Compensation to CASC. CASC will be compensated by the
Portfolios on a monthly basis for the services performed under this
Agreement, the rate of compensation being set forth in Schedule A.
CASC will not be responsible for any costs or expenses of the
Portfolios other than those specifically assumed in Paragraph 1.
Expenses incurred by CASC will be reimbursed to CASC by the
Portfolio, as appropriate; such expenses may include expenses
incidental to meetings of shareholders, taxes and corporate fees
levied against the Fund or its Portfolios, expenses of printing stock
certificates representing shares of the Portfolios, expenses of
printing, mailing notices, proxy material, reports to regulatory
bodies and reports to shareholders of the Portfolio, expenses of
typesetting prospectuses and printing and mailing prospectuses to
shareholders, and data processing expenses incidental to maintenance
of books and records. Such charges will be payable in full upon
receipt of a billing invoice; in lieu of reimbursing CASC for
expenses incurred the Portfolio may, in its discretion, directly pay
any expenses.
7. Use of Names. The Fund will not use the name of CASC
in any prospectus, sales literature or other material relating to the
Fund or its Portfolios in any manner without prior approval by CASC;
provided, however, that CASC will approve all uses of its name that
merely refer in accurate terms to its appointment or that are
required by the SEC or a State Securities Commission; and provided,
further, that in no event will such approval be unreasonably
withheld. CASC will not use the name of the Fund or its Portfolios
in any material relating to CASC in any manner without prior approval
by the Fund; provided, however, that the Fund will approve all uses
of its name or the names of its Portfolios that merely refer in
accurate terms to the appointment of CASC or that are required by the
SEC or a State Securities Commission; and provided, further, that in
no event will the approval be unreasonably withheld.
8. Security. CASC represents and warrants that, to the
best of its knowledge, the various procedures and systems that CASC
proposes to implement with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause (including provision
for twenty-four hour a day restricted access) the Fund's books and
records administered pursuant to this Agreement and CASC's records,
data, equipment, facilities and other property used in the
performance of its obligations under this Agreement are adequate and
that it will implement them in a manner and make such changes therein
from time to time as in its judgment are required for the secure
performance of its obligations under this Agreement.
9. Limitation of Liability. The Fund will indemnify and
hold CASC harmless against any losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit brought by any
person (including a shareholder naming the Fund or any of its
Portfolios as a party) other than the Fund not resulting from CASC's
negligence, or caused by errors of judment or mistakes of law
committed by CASC in a good faith effort to carry out its duties
under this Agreement.
In no event will CASC be liable for indirect, special, or
consequential damages (even if CASC has been advised of the
possibility of such damages) arising from the obligations assumed
hereunder and the services provided for by this Agreement, including
but not limited to lost profits, loss of use of accounting systems,
cost of capital, cost of substitute facilities, programs or services,
downtime costs, or claims of the Fund's shareholders for such damage.
10. Limitation of Fund's Liability. CASC acknowledges that
it has received notice of and accepts the limitation upon the Fund's
liability. CASC agrees that the Fund's obligations in any case will
be limited to the Fund or its Portfolios and to the assets and that
CASC will not seek satisfaction of any such obligation from the
shareholders nor from any Director, officer, employee or agent of the
Fund.
11. Force Majeure. CASC will not be liable for delays or
errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority,
national emergencies, work stoppages, fire, flood catastrophe, acts
of God, insurrection, war, riot, or failure of communication or power
supply. In the event of equipment breakdowns beyond its control,
CASC will take reasonable steps to minimize service interruptions but
will have no liability with respect thereto.
12. Amendments. CASC and the Fund will regularly consult
with each other regarding CASC's performance of its obligations under
this Agreement. Any change in the Fund's registration statements
under the Securities Act of 1933, as amended, or the 1940 Act or in
the forms relating to any plan, program or service offered by the
current prospectuses of the Portfolios that would require a change in
CASC's obligations hereunder will be subject to CASC's approval,
which will not be unreasonably withheld.
13. Duration, Termination, etc. Neither this Agreement nor
any of its provisions may be changed, waived, discharged, or
terminated orally, but only by written instrument which will make
specific reference to this Agreement and which will be signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought. This Agreement will continue in effect until
two years from the date hereof, and thereafter as the parties may
mutually agree; provided, however, that this Agreement may be
terminated as to any or all Portfolios at any time by sixty days'
written notice given by CASC to the Fund or sixty days' written
notice given by the Fund to CASC; and provided further that this
Agreement may be terminated immediately at any time for cause either
by the Fund or CASC in the event that such cause remains unremedied
for no less than ninety days after receipt of written specification
of such cause. Any such termination will not affect the rights and
obligations of the parties under Paragraphs 9 and 10 hereof. In the
event that the Fund designates a successor to any of CASC's
obligations under this Agreement, CASC will, at the expense and
direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by CASC.
14. Miscellaneous. Each party agrees to perform such
further acts and execute such further documents as are necessary to
effectuate the purposes of this Agreement. This Agreement will be
construed and enforced in accordance with and governed by the laws of
Maryland. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
▇▇▇▇▇▇▇ ADMINISTRATIVE SERVICES COMPANY
BY
▇▇▇▇▇▇▇ SOCIAL INVESTMENT FUND
BY
ADMINISTRATIVE SERVICES AGREEMENT
CSIF MANAGED INDEX PORTFOLIO
SCHEDULE A
For services under this Administrative Services Agreement,
the Managed Index Portfolio of ▇▇▇▇▇▇▇ Social Investment Fund shall
pay to ▇▇▇▇▇▇▇ Administrative Services Company a fee, computed daily
and payable monthly at the annual rate set forth below based on the
average daily net assets of the respective class.
Class A _______
Class B _______
Class C _______
Class I ________
