EXHIBIT (h)(1)
FORM OF
ADMINISTRATION AGREEMENT
AGREEMENT is made as of the __ day of April 2007, by and between BB&T
Funds, a Massachusetts business trust (the "Company"), having its principal
place of business at 000 Xxxxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx
00000, and BB&T Asset Management, Inc. (the "Administrator"), a North Carolina
corporation having its principal place of business at 000 Xxxxxxxxxxxx Xxxxxx
Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of beneficial interest or common
stock ("Shares"); and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, management, compliance and administrative
services to each series of the Company, all as now or hereafter may be
established from time to time ("Portfolios"), on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. Retention of the Administrator. The Company hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management, compliance and administrative services as set
forth in Article 2 below. The Administrator hereby agrees to perform the duties
set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.
ARTICLE 2. Administrative Services. The Administrator shall perform or
supervise the performance by others of other administrative services in
connection with the operations of the Portfolios, and, on behalf of the Company,
will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Company with such reports
regarding the performance of its obligations hereunder and reports with respect
to investment performance as they may reasonably request but shall have no
responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities.
The Administrator shall provide the Company with regulatory reporting, all
necessary office space, equipment, personnel, compensation and facilities
(including Facilities for shareholders' and trustees' meetings) for handling the
affairs of the Portfolios and such other services as the Administrator shall,
from time to time, determine to be necessary to perform its obligations under
this Agreement.
Without limiting the generality of the foregoing, the Administrator shall:
(a) calculate contractual Company expenses and control all disbursements
for the Company, and as appropriate, compute the Company's yields, total
return, expense ratios, portfolio turnover rate and, if required, portfolio
average dollar-weighted maturity;
(b) assist Company counsel with the preparation of prospectuses, statements
of additional information, registration statements and proxy materials;
(c) prepare such reports, notice filing forms and other documents
(including reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities law) as may
be necessary or desirable to make notice filings relating to the Company's
Shares with state securities authorities, monitor the sale of Company
Shares for compliance with state securities laws, and file with the
appropriate state securities authorities the registration statements and
reports for the Company and the Company's Shares and all amendments
thereto, as may be necessary or convenient to qualify and keep effective
the Company and the Company's Shares with state securities authorities to
enable the Company to make a continuous offering of its Shares;
(d) develop and prepare, with the assistance of the Company's investment
adviser and independent auditors, communications to Shareholders, including
the semi-annual and annual reports to Shareholders;
(e) supervise the Company's transfer agent with respect to the payment of
dividends and other distributions to Shareholders;
(f) calculate performance data of the Portfolios for dissemination to
information services covering the investment company industry;
(g) coordinate and supervise the preparation and filing of the Company's
tax returns with auditors;
(h) examine and review the operations and performance of the various
organizations providing services to the Company or any Portfolio of the
Company, including, without limitation, the Company's investment adviser,
distributor, custodian, fund accountant, transfer agent, outside legal
counsel and independent public accountants, and at the request of the
Trustees, report to the Board on the performance of organizations;
(i) assist with the design, development, and operation of the Portfolios,
including new classes, investment objectives, policies and structures;
(j) provide individuals reasonably acceptable to the Company's Trustees to
serve as officers of the Company, who will be responsible for the
management of certain of the Company's affairs as determined by the
Company's Trustees;
(k) advise the Company and its Trustees on matters concerning the Company
and its affairs;
(1) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Company in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940
Act, as such bonds and policies are approved by the Company's Trustees;
(m) monitor and advise the Company and its Portfolios on their registered
investment company status under the Internal Revenue Code of 1986, as
amended;
(n) perform all administrative services and functions of the Company and
each Portfolio to the extent administrative services and functions are not
provided to the Company or such Portfolio pursuant to the Company's or such
Portfolio's investment advisory agreement, distribution agreement,
custodian agreement, transfer agent agreement or fund accounting agreement;
(o) furnish advice and recommendations with respect to other aspects of the
business and affairs of the Portfolios as the Company and the Administrator
shall determine desirable;
(p) prepare and file with the SEC the semi-annual report for the Company on
Form N-SAR and all required notices pursuant to Rule 24f-2 under the 1940
Act;
(q) assist in monitoring and developing compliance procedures for each
Portfolio which will include, among other matters, procedures to monitor
compliance with each Portfolio's investment objective, policies,
restrictions, tax matters and applicable laws and regulations;
(r) provide legal support 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, 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;
(s) assist the Company in preparing for Board of Trustees meetings by (i)
coordinating board book production and distribution, (ii) assisting in the
preparation of Board of Trustees' agendas, (iii) attending Board of
Trustees' meetings, (iv) preparing the Administrator section of Board of
Trustees' materials, (v) preparing Board of Trustees' meeting materials,
including but not limited to, materials relating to annual contract
approvals and 12b-1 plan approvals, as agreed upon by the parties;
(t) prepare the Company's financial statements in connection with the
Company's annual and semi-annual shareholder reports, and prepare and
coordinate the filing of Forms N-CSR, N-Q, and N-PX;
(u) develop, implement and maintain written policies and procedures
required by Rule 38a-1 under the 1940 Act (the "Fund Compliance Program");
(v) conduct, as needed in response to significant compliance events,
changes in business arrangements and regulatory developments and, in no
event less than annually, a review of the Fund Compliance Program which
will include a review of the adequacy of the policies and procedures and
the effectiveness of their implementation; and
(w) provide a written report to the Board of Trustees that, at a minimum,
addresses the Chief Compliance Officer's assessment of (i) the operation of
the policies and procedures of the Trust and each Service Provider, any
material changes made to those policies and procedures since the date of
the last report, and any material changes to the policies and procedures
recommended as a result of the annual review conducted; (ii) each Material
Compliance Matter (as defined under Rule 38a-1) that has occurred since the
date of the last report; and (iii) the adequacy of the policies and
procedures and the effectiveness of their implementation.
In addition, the Administrator shall perform such other services for the
Company that are mutually agreed upon by the parties from time to time for such
additional fees, if any, that are agreed upon by the parties in writing.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Trustees of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the Trustees of the
Company to perform services on behalf of the Company.
(B) The Company. The Company assumes and shall pay or cause to be paid all
other expenses of the Company not otherwise allocated herein, including, without
limitation, organization costs, taxes, expenses for legal and auditing services,
the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of custodial services, the cost of
initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Trustees who are not
affiliated persons of the Administrator or the Investment Adviser to the Company
or any affiliated corporation of the Administrator, Investment Adviser, or
Principal Underwriter, insurance, interest, brokerage costs, costs of Board
of Trustees' materials, litigation and other extraordinary or nonrecurring
expenses, and all fees and charges of investment advisers to the Company.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Company shall pay to the Administrator the fees set forth on
Schedule A hereto. Fees shall be computed daily and paid monthly. In addition to
paying the Administrator the fees set forth on Schedule A hereto, the Company
shall also reimburse the Administrator for its reasonable out-of-pocket
expenses, including but not limited to the travel and lodging expenses incurred
by officers and employees of the Administrator in connection with attendance at
Board of Trustees' meetings. The Company shall also reimburse the Administrator
for its allocable portion of the salary of the Company's Chief Compliance
Officer.
If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrator's compensation
for that part of the month in which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above. Payment of the Administrator's compensation for the preceding month shall
be made within 30 days.
(B) Survival of Compensation Rights. All rights to compensation under this
Agreement for services performed, facilities furnished, and expenses incurred by
the Administrator as of the termination date shall survive the termination of
this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of the
Administrator shall be confined to those expressly set forth herein or in an
amendment hereto, and no implied duties are assumed by or may be asserted
against the Administrator hereunder. The Administrator shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any act
or omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable law which
cannot be waived or modified hereby. (As used in this Article 5, the term
"Administrator" shall include partners, officers, employees and other agents of
the Administrator as well as the Administrator itself.)
So long as the Administrator acts in good faith and with due diligence and
without bad faith or negligence, the Company assumes full responsibility and
shall indemnify the Administrator and hold it harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of the
Administrator's actions taken or non-action with respect to the performance of
services hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold the
Administrator harmless, the Company shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears
likely to present the reasonable probability of such a claim for indemnification
against the Company; however, failure to do so in good faith shall not affect
the rights hereunder.
The Company shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Company elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the
Company and satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that the Company elects to assume the
defense of any suit and retain counsel, the Administrator shall bear the fees
and expenses of any additional counsel retained by it. If the Company does not
elect to assume the defense of a suit, it will reimburse the Administrator for
the reasonable fees and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Company at any time for instructions and
may consult counsel for the Company or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and shareholders of the Company are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Company, and that the Administrator may be or become
interested in the Company as a shareholder or otherwise.
ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall be
as specified in Schedule A hereto.
ARTICLE 8. Assignment. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at
its expense, subcontract with any entity or person concerning the provision of
the services contemplated hereunder. The Administrator shall not, however, be
relieved of any of its obligations under this Agreement by the appointment of
such subcontractor and provided further, that the Administrator shall be
responsible, to the extent provided in Article 5 hereof, for all acts of such
subcontractor as if such acts were its own. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
ARTICLE 9. Amendments. This Agreement, or any term thereof, may be modified
only by a written amendment, signed by both of the parties.
ARTICLE 10. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator 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,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Administrator against such liability.
ARTICLE 11. Disaster Recovery. The Administrator shall enter into and shall
maintain in effect (i) agreements entered into and maintained in effect with
appropriate parties making reasonable provisions for emergency use of electronic
data processing equipment to the extent appropriate equipment is available, and
(ii) emergency data recovery policies and procedures (a "Disaster Recovery
Plan"), which are commercially reasonable in light of the services provided. In
the event of equipment failures, the Administrator shall, at no additional
expense to the Company, take reasonable steps to minimize service interruptions.
The Administrator shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by the Administrator's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement, and further provided that the Administrator has
implemented and materially complied with its Disaster Recovery Plan.
ARTICLE 12. Definitions of Certain Terms. The terms "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 13. Notice. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the following address: if to the Company, at 000 Xxxxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx 00000, Attn:
_______________; and if to the Administrator, at 000 Xxxxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx 00000, Attn: Xxxxx Xxxxxxxxx, or at such other address
as such party may from time to time specify in writing to the other party
pursuant to this Section.
ARTICLE 14. Governing Law and Matters Relating to the Company as a
Massachusetts Business Trust. This Agreement shall be governed by the laws of
The Commonwealth of Massachusetts. The names "BB&T Funds" and "Trustees of BB&T
Funds" refer respectively to the Company created and the Trustees, as trustees
but not individually or personally, acting from time to time under an Amended
and Restated Agreement and Declaration of Trust dated as of May 17, 1999 to
which reference is hereby made and a copy of which is on file at the office of
the Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "BB&T Funds" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Company personally, but bind
only the assets of the Company, and all persons dealing with any series of
shares of the Company must look solely to the assets of the Company belonging to
such series for the enforcement of any claims against the Company.
ARTICLE 15. Multiple Originals. 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
BB&T FUNDS
By:
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Title:
---------------------------------
BB&T ASSET MANAGEMENT, INC.
By:
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Title:
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF APRIL __, 2007
BETWEEN
BB&T FUNDS
AND
BB&T ASSET MANAGEMENT, INC.
Portfolios: This Agreement shall apply to all Portfolios of the Company, either
now or hereafter created. The current Portfolios of the Company are
set forth below:
BB&T U.S. Treasury Money Market Fund
BB&T Short U. S. Government Fund
BB&T Intermediate U. S. Government Fund
BB&T Large Cap Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T Small Cap Fund
BB&T International Equity Fund
BB&T Capital Manager Conservative Growth Fund
BB&T Capital Manager Moderate Growth Fund
BB&T Capital Manager Growth Fund
BB&T Prime Money Market Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T Equity Index Fund
BB&T Total Return Bond Fund
BB&T West Virginia Intermediate Tax-Free Fund
BB&T Mid Cap Growth Fund
BB&T Mid Cap Value Fund
BB&T Capital Manager Equity Fund
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T Special Opportunities Equity Fund
BB&T Equity Income Fund
BB&T National Tax-Free Money Market Fund
BB&T Sterling Capital Small Cap Value Fund
Fees: Asset Based Fees - Pursuant to Article 4, the following annual
asset-based fee will be calculated based upon each Portfolio's
average net assets as well as the average net assets of the BB&T
Variable Insurance Funds*:
0.110% of the first $3.5 billion of average net assets;
0.075% of the next $1 billion of average net assets;
0.060% of the next $1.5 billion of average net assets; and
0.040% of average net assets in excess of $ 6 billion.
No asset-based fees will be applied to the funds of funds.
*The Company will pay the compensation that is due only on its
assets.
Regulatory Filing Services - The Company shall pay the following
fees for regulatory filing services (N-CSR, N-Q and N-PX):
(a) Form N-CSR Filing Preparation Fee (2 filings per year per
registrant):
$1,000 per filing
(b) Form N-Q Quarterly Filing Preparation Fees (2 filings per year
per registrant):
First Portfolio Each Additional Portfolio
--------------- -------------------------
$750 each (per filing) $375 each (per filing)
(c) Form N-PX Filing Preparation Fees (1 filing per year per
registrant):
$500 per registrant if the Portfolios have no voting
securities;
$1,000 per registrant with 1-10 Portfolios with voting
securities; and
$1,500 per registrant with more than 10 Portfolios with voting
securities.
Term: Pursuant to Article 7, the term of this Agreement shall commence on
April __, 2007 and unless terminated pursuant to its terms shall
continue for a period of three (3) years (the "Initial Term"). Upon
the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal
Terms") each, unless the Company or the Administrator provides
written notice to the other party of its intent not to renew or
unless otherwise terminated as provided herein. Such notice of
non-renewal must be received not less than sixty (60) days prior to
the expiration of the Initial Term or the then current Renewal Term.
This Agreement also may be terminated without penalty (i) by mutual
agreement of the parties or (ii) for "cause," as defined below, upon
the provision of sixty (60) days advance written notice by the party
alleging cause.
For purposes of this Agreement, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied for thirty (30)
days following written notice of such breach from the non-breaching
party; (b) a final, unappealable judicial, regulatory or
administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the
conduct of its business; or (c) financial difficulties on the part
of the party to be terminated which are evidenced by the
authorization or commencement of, or involvement
by way of pleading, answer, consent or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than
said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of
the rights of creditors.
Notwithstanding the foregoing, after such termination for so long as
the Administrator, with the written consent of the Company, in fact
continues to perform any one or more of the services contemplated by
this Agreement or any schedule or exhibit hereto, the provisions of
this Agreement, including without limitation the provisions dealing
with indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Company upon
such termination shall be immediately due and payable upon and
notwithstanding such termination. The Administrator shall be
entitled to collect from the Company, in addition to the
compensation described in this Agreement, the amount of all of the
Administrator's cash disbursements for services in connection with
the Administrator's activities in effecting such termination,
including without limitation, the delivery to the Company and/or its
designees of the Company's property, records, instruments and
documents.
If, for any reason other than non-renewal, mutual agreement of the
parties or "cause," as defined above, the Administrator is replaced
as administrator, or if a third party is added to perform all or a
part of the services provided by the Administrator under this
Agreement (excluding any sub-administrator appointed by the
Administrator as provided in Article 7 hereof), then the Company
shall make a one-time cash payment, in consideration of the fee
structure and services to be provided under this Agreement, and not
as a penalty, to the Administrator in accordance with the following
schedule: (i) if the one-time cash payment becomes due and payable
at any time during years one through four of the Initial Term, such
payment shall be equal to the balance due for one-half of the period
remaining until the end of the Initial Term and (ii) if such payment
becomes due and payable at any time during year five of the Initial
Term, such payment shall be equal to the balance due for the entire
period remaining until the end of the Initial Term. For purposes of
calculation of the payment, it shall be assumed that the balance due
shall be based upon the average amount of the Company's assets for
the twelve months prior to the date the Administrator is replaced or
a third party is added.
In the event the Funds are merged into another legal entity in part
or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the
then-current term of this Agreement, the parties acknowledge and
agree that the liquidated damages provision set forth above shall be
applicable in those instances in which the Administrator is not
retained to provide administration services consistent with this
Agreement. The one-time cash payment referenced above shall be due
and payable on the day prior to the first day in which the
Administrator is replaced or a third party is added.
The parties further acknowledge and agree that, in the event the
Administrator is replaced, or a third party is added, as set forth
above, (i) a determination of actual damages incurred by the
Administrator would be extremely difficult, and (ii) the liquidated
damages provision contained herein is intended to adequately
compensate the Administrator for damages incurred and is not
intended to constitute any form of penalty.
