FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
e~navigator Fund
(the "Fund")
DATE
Xxxxx & Xxxx Asset Management L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We engage in the business of investing and reinvesting our assets in
securities of the type, and in accordance with the limitations, specified in our
Agreement and Declaration of Trust, By-Laws and Registration Statement filed
with the Securities and Exchange Commission under the Investment Company Act of
1940 (the "1940 Act") and the Securities Act of 1933, including the Prospectus
forming a part thereof (the Registration Statement"), all as from time to time
in effect, and in such manner and to such extent as may from time to time be
authorized by our Board of Trustees. We enclose copies of the documents listed
above and will furnish you such amendments thereto as may be made from time to
time.
2. (a) We hereby employ you as our administrator (the "Administrator")
of e~navigator Fund (the "Fund") to provide all management and administrative
services reasonably necessary for our operation under applicable provisions of
federal and state law, including personnel to serve as officers of the Fund.
The services to be provided by you shall include but not be limited to those
enumerated on Exhibit A hereto. The personnel providing these services may be
your employees or employees of your affiliates or of other organizations. The
execution of your duties hereunder is subject to the general oversight of our
Board of Trustees. You shall also make periodic reports to the Fund's Board of
Trustees on the performance of your obligations under this Agreement, in the
form and content as we may reasonable request.
(b) It is understood that you will from time to time employ, subcontract
with or otherwise associate yourself with, entirely at your expense, such
persons as you believe to be particularly fitted to assist you in the execution
of your duties hereunder.
3. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause beyond your
control, provided that nothing herein shall protect you against any liability to
us or to our security holders by reason of willful misfeasance, bad faith or
negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
4. In consideration of the foregoing we will pay you a fee equal to .05
of 1% per annum of the average daily net assets of the Cortland General Money
Market Fund (the "Portfolio") up to $150 million plus .03 of 1% per annum of the
average daily net assets of the Portfolio in excess of $150 million up to $400
million plus .02 of 1% per annum of the average daily net assets of the
Portfolio in excess of $400 million. Your fee will be accrued by us daily, and
will be payable on the last day of each calendar month for services performed
hereunder during that month or on such other schedule as you may agree in
writing. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing.
We have entered into a custody agreement directly with Investors
Fiduciary Trust Company (the "Custody Agreement"). The fee schedule included
with the Custody Agreement includes an asset based fee for Investment Accounting
& Custody services which are assessed on a complex wide basis among all of the
mutual funds sponsored or administered by you. All of the other costs included
on such fee schedule represent individual transaction charges assessable
directly to the account of the Fund. You agree to allocate a portion of the
aforementioned asset based charge to us as follows:
1/3 of the asset based fee will be allocated to Custody services, while the
remaining 2/3 is attributable to Investment Accounting services. The charge
for custody services will be allocated to the Fund in the proportion of the
Fund's average net asset value of all of the funds in the complex. Our
allocable portion of Investment Accounting services expense will be borne
by you, as such services are covered under the provisions of this
Agreement. All other charges assessable under the fee schedule will be
assessed directly to us, insofar as they represent charges for custody
and/or cash management related transactions of the Fund.
5. This Agreement will become effective on the date hereof and shall
continue in effect until ____________________, and thereafter for successive
twelve-month periods (computed from each _________), provided that such
continuation is specifically approved at least annually by our Board of Trustees
and by a majority of those of our trustees who are neither party to this
Agreement nor, other than by their services as trustees of the Fund, interested
persons, as defined in the 1940 Act, of any such person who is party to this
Agreement. This Agreement may be terminated at any time, without the payment of
any penalty, by vote of a majority of our outstanding voting securities, as
defined in the 1940 Act, or by a vote of a majority of our entire Board of
Trustees, on a sixty days' written notice to you, or by you in sixty days'
written notice to us.
6. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by the 1940 Act and in applicable rules
or regulations of the Securities and Exchange Commission.
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7. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, directors, partners or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the 1940 Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
8. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the 1940 Act, as amended.
9. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed to have been given if delivered or sent by registered
or certified mail, return receipt requested, (1) to the Administrator at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxxx X. Xxxx or (2) to
the Fund,_______________________________________________
10. The books and records pertaining to the Fund which are in the possession
of the Administrator shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during the Administrator's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
the Administrator to the Fund or the Fund's authorized representatives at the
Fund's expense.
11. You agree on behalf of yourself and your employees to treat
confidentially all records and other information relative to the Fund and its
prior, present or potential Shareholders, except when, after prior notification
to and approval in writing by the Fund which approval shall not be unreasonably
withheld and may not be withheld where you may be exposed to civil or criminal
contempt proceedings for failure to comply, you are requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.
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If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
By:
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ACCEPTED:
XXXXX & XXXX ASSET MANAGEMENT L.P.
By: XXXXX & TANG ASSET MANAGEMENT, INC., General Partner
By:
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EXHIBIT A
SERVICES OF ADMINISTRATOR/ACCOUNTING
Accounting Functions:
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Journalize the Portfolio's daily investment, capital share and income and
expense activities
Reconcile cash, investment balances and securities positions of the Fund and the
Portfolio with the custodian on a monthly basis.
Post to and prepare the Statement of Assets and Liabilities and the Statement of
Operations for the Fund
Calculate various contractual expenses
Calculate daily expense accruals based upon pre-authorized budgets developed by
Fund management and Administrator and notify Fund management of any proposed
adjustments
Control and process all disbursements from the Fund and execute such
disbursements upon instructions of an Authorized Person
Calculate capital gains and losses, if any
Calculate the amount of dividend distribution for the Fund
Calculate the net income for the Fund
Compute the Fund yield, total return, expense ratios, portfolio turnover rate
and portfolio average dollar-weighted maturity
Compute the daily net asset value of the Fund
Input Fund Information nightly into NASDAQ
Calculate daily the deviation, if any, between marked-to-market and amortized
cost of the Portfolio's shares
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Recordkeeping and Regulatory Functions:
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Prepare for execution and file the Fund's Federal, state and excise tax returns
Prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR
Prepare and file with the SEC the Fund's annual and semi-annual reports
Assist with the preparation of registration statements on Form N-1A and other
filings relating to the registration of shares
Monitor the Fund's status as a regulated investment company under Sub-chapter M
of the Internal Revenue Code
Maintain the Fund's fidelity bond as required by the 1940 Act
Determine the amount of annual ordinary income and capital gain distributions to
Shareholders which is necessary to avoid Federal excise tax
Prepare and file Form 24f-2 notices
Take all appropriate actions necessary to maintain and renew state
registration of the Shares
Keep the following records with respect to the Fund and the Portfolio:
All books and records with respect to the books of account
Records of securities transactions
Assist in year end audit with the Fund's Independent Auditors
Prepare reports for the Board of Trustees' Meetings, including reports for
contract renewal and audit committee meetings
Conduct and manage Board of Trustees' meetings
Review and comment on Minutes of the Board of Trustees' meetings as drafted by
Fund counsel.
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