EXHIBIT (8)(c)
ADMINISTRATION CONTRACT
LUTHERAN BROTHERHOOD FUNDS TRUST
This Agreement is made as of this day of , 1993,
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between Lutheran Brotherhood Securities Corp., a Pennsylvania corporation
("LBSC"), as provider of administrative management and services, and The
Lutheran Brotherhood Family of Funds Trust, a Delaware business trust (the
"Trust").
WHEREAS, the Trust engages in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust presently offers shares in six series, the
[ ], such six series (the "Initial Funds"), together with all
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other series subsequently established by the Trust with respect to which
LBSC services pursuant to the terms of this Agreement, being herein
collectively referred to as the "Funds" and individually as a "Fund."
WHEREAS, LBSC is, and has been since 1970, a qualified broker-dealer of
mutual funds, and has the experience and competence to provide
administrative management and service to each of the Funds; and
WHEREAS, the Trust desires to retain LBSC to furnish administrative
management and services to the Fund and LBSC is willing to furnish such
administrative management and services:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT AND ACCEPTANCE. The Trust appoints LBSC as
administrative manager of the Initial Funds, and LBSC accepts such
appointment and agrees to render the services hereby set forth for the
compensation herein provided.
In the event that the Trust establishes one or more series of shares
other than the Initial Funds with respect to which it desires to retain LBSC
to render administrative services hereunder, it shall so notify LBSC in
writing (the "Notice"). If LBSC is willing to render such services on the
terms as provided for herein, it shall execute and deliver the Notice to the
Trust whereupon such series of shares shall become a Fund hereunder and said
Notice shall be attached to this agreement and when attached shall be a part
hereof.
2. DUTIES OF ADMINISTRATIVE MANAGER. LBSC will provide or procure
administrative services from Lutheran Brotherhood (or one or more of its
subsidiaries) or other vendors as appropriate for the Trust and each of the
Funds and, in so doing, will act in conformity with the Master Trust
Agreement and Bylaws of the Trust, the current registration statement of the
Trust, the requirements of the 1940 Act and all other applicable federal and
state laws and regulations.
3. ADMINISTRATIVE SERVICES. The term administrative services means
all services necessary to conduct the business operations of the Trust and
each of the Funds, except those certain services that are provided to the
Trust and each of the Funds pursuant to the following contracts:
CONTRACT SERVICE PROVIDER
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Investment Advisory Contract Lutheran Brotherhood Research Corp.
Transfer Agent Contract LBSC
Distribution Contract LBSC
Custodian Contract State Street Bank
Administrative Services include, but are not necessarily limited to, the
following:
(a) Preparation, printing, filing and distribution of all material
required by the Securities and Exchange Commission and state regulatory
authorities such as registration statements, proxy materials, audited
financial statements, and other similar documents.
(b) Preparation and filing of federal and state tax returns.
(c) Internal Auditing services.
(d) In-house legal services.
(e) Accounting Services including preparation of financial
statements.
4. PRICE. Administrative Services provided by LBSC or procured from
Lutheran Brotherhood will be billed to the Trust or the particular Fund to
which the services were provided, as the case may be, at approximate cost as
determined by Lutheran Brotherhood's customary cost accounting system and
approved or ratified by a majority of the Trustees of the Trust including a
majority of the Trust's disinterested Trustees. Administrative services
procured from other vendors will be billed to the Trust or the particular
Fund to which the services were provided, as the case may be, at actual
cost. The Trust agrees to pay or to cause the applicable Fund to pay the
amounts so determined on a monthly basis.
5. BOOKS AND RECORDS. LBSC agrees to provide reports and records
reasonably necessary for the Board of Trustees of the Trust to determine the
accuracy of any item of expense charged to the Trust by LBSC pursuant to
this agreement. LBSC agrees (a) that all records which it maintains for the
Trust are the property of the Trust and shall surrender promptly to the
Trust any such records upon written request, and (b) to properly retain all
records required to be maintained.
6. SERVICES NOT EXCLUSIVE. The services furnished by LBSC hereunder
are not to be deemed exclusive to the Trust and LBSC shall be free to
furnish similar and other services to others.
7. AUDIT, INSPECTION AND VISITATION. LBSC shall make available during
regular business hours all records and other data created and maintained
pursuant to the provisions of this Agreement for the reasonable audit and
inspection by the Trust, any person retained by the Trust, or any regulatory
agency having authority over the Trust.
8. LIMITATION OF LIABILITY OF LBSC AND VERIFICATION OF INFORMATION.
LBSC shall not be liable for any error of judgment or mistake of law for any
loss suffered by the Trust or any Fund in connection with the matters to
which this Agreement relates except a loss resulting from negligence on its
part or the part of Lutheran Brotherhood or any subsidiary in the
performance of services under this Agreement.
LBSC shall have no obligation to verify the accuracy of any information
provided by State Street Bank and Trust Company or affiliates to LBSC in
order to assist LBSC with the terms of this Agreement.
9. DURATION AND TERMINATION.
(a) This Agreement shall become effective on the date hereof,
provided that it has been approved on behalf of the Fund by a majority of
the Trustees of the Trust including a majority of the Trust's disinterested
Trustees.
(b) This Agreement shall continue in effect for one year from the
above effective date unless sooner terminated as provided herein.
Thereafter, this Agreement shall continue for successive periods of twelve
months each, provided that such continuance is approved at least annually by
a majority of the Trustees of the Trust including a majority of the Trust's
disinterested Trustees.
(c) This Agreement may be terminated on behalf of the Trust or any
Fund at any time, without the payment of any penalty, by vote of a majority
of the Trust's Trustees or by vote of a majority of the outstanding voting
securities of the terminating Fund on sixty days' written notice to LBSC.
LBSC may terminate this Agreement without the payment of any penalty, on
sixty days' written notice to the Trust or any particular Fund. Termination
of this Agreement with respect to a particular Fund, shall not affect this
Agreement's continuation with respect to any non-terminating Fund or the
Trust.
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, except by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall
be effective until approved by a majority of the Trustees of the Trust
including a majority of the Trust's disinterested Trustees, or by a vote of
a majority of the outstanding voting securities of the Trust.
11. USE OF NAMES. The Trust shall not use the names of LBSC or
Lutheran Brotherhood in any material without prior approval by LBSC. LBSC
hereby consents to the use of its name which merely refers in accurate terms
to its appointment hereunder or which is required by the Securities and
Exchange Commission or other regulatory authorities.
12. RELATIONS WITH TRUST. Subject to and in accordance with the Master
Trust Agreement and By-laws of the Trust it is understood that Trustees,
officers, agents and shareholders of the Trust are or may be interested in
the LBSC (or any successor thereof) as directors, officers, or otherwise,
that directors, officers, agents and shareholders of the LBSC (or any
successor) are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise, that LBSC (or any such successor thereof) is or
may be interested in the Trust as a shareholder or otherwise and that the
effect of any such adverse interests shall be governed by said Agreement and
Declaration of Trust.
13. LIMITATION OF LIABILITY. The term [name of Trust] means and refers
to the Trustees from time to time serving under the Master Trust Agreement
of the Trust dated [date of Trust Instrument] as the same may subsequently
thereto have been, or subsequently hereto may be, amended. It is expressly
agreed that the obligations of the Trust hereunder shall not be binding upon
any of the Trustees, shareholders, nominees, officers, agents or employees
of the Trust personally, but shall bind only the trust property of the
Trust, as provided in the Master Trust Agreement. The execution and
delivery of this Agreement have been authorized by the Trustees and signed
by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholder nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Master Trust
Agreement. The obligations of any Fund hereunder shall be the exclusive
obligation of that Fund and LBSC can only look to the assets of that Fund to
satisfy any debt or obligation incurred by that Fund hereunder.
14. 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. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
15. CHOICE OF LAW. This agreement shall be construed in accordance
with the laws of the State of Delaware and any applicable federal law.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their officers designated below as of the day and year first
above written.
Attest: Lutheran Brotherhood Funds Trust
By: By:
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Attest: Lutheran Brotherhood Securities Corp.
By: By:
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