SECOND MASTER ADMINISTRATIVE SERVICES CONTRACT
Republic Funds
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November 21, 1994
Signature Broker-Dealer
Services, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Sponsor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios as may be established and designated by the Trustees from time to
time (the "Funds"). This Second Master Administrative Services Contract (this
"Contract") shall pertain to such Funds as shall be designated in supplements to
this Contract ("Supplements"), as further agreed by the Trust and the Sponsor. A
separate series of shares of beneficial interest in the Trust is offered to
investors with respect to each Fund. The Trust engages in the business of
investing and reinvesting the assets of each Fund in the manner and in
accordance with the investment objective and restrictions specified in the
currently effective Prospectus (the "Prospectus") relating to the Trust and the
Fund included in the Trust's Registration Statement, as amended from time to
time (the "Registration Statement"), filed by the Trust under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933
Act"). Copies of the documents referred to in the preceding sentence have been
furnished to the Sponsor. Any amendments to those documents shall be furnished
to the Sponsor promptly. The Trust has entered into a Master Investment
Management Contract (and Supplements thereto) (the "Management Contract") with
Republic National Bank of New York (the "Adviser") providing for investment
management services and a Second Master Distribution Contract (and Supplements
thereto) (the "Distribution Contract") with you.
2. (a) The Sponsor shall provide all management and administrative
services reasonably necessary for the operation of the Trust and the Funds,
other than those investment management and administrative services which are to
be provided by the Adviser pursuant to the Management Contract or by any other
persons engaged to perform transfer agency, custodial or other services pursuant
to a written contract with the Trust. The Sponsor shall make periodic reports to
the Trust's Board of Trustees on the performance of its obligations under this
Contract.
(b) The Sponsor shall, at its expense, (i) provide the Trust with
office space and office facilities reasonably necessary for the operation of the
Signature Broker-Dealer
Services, Inc.
November 21, 1994
Page 2
Trust and the Funds, (ii) employ or associate with itself such persons as it
believes appropriate to assist it in performing its obligations under this
Contract and (iii) provide the Trust with persons satisfactory to the Trust's
Board of Trustees to serve as officers of the Trust, including a president, a
secretary. and a treasurer (and one or more vice presidents if the business of
the Trust so requires). The Sponsor shall pay the entire compensation of all of
the Trust's officers and the entire compensation of the Trustees of the Trust
who are affiliated persons of the Sponsor and the compensation shall not be
deemed to be expenses of the Trust for purposes of paragraph 5 hereof.
(c) Except as provided in subparagraph (b) and in the
Management Contract, the Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliates with
the Sponsor or the Adviser or any of their affiliates; taxes and governmental
fees; interest charges; fees and expenses of the Trust's independent accountants
and legal counsel; trade association membership dues; fees and expenses of any
custodian (including maintenance of books and accounts and calculation of the
net asset value of shares of each Fund), transfer-agent, registrar and dividend
disbursing agent of the Trust; expenses of issuing, redeeming, registering and
qualifying for sale shares of beneficial interest in the Trust; expenses of
preparing and printing share certificates, prospectuses and reports to
shareholders, notices, proxy statements and reports to regulatory agencies; the
cost of office supplies, including stationery; travel expenses of all officers
and Trustees who are not affiliated with the Sponsor; insurance premiums;
brokerage and other expenses of executing portfolio transactions; expenses of
shareholders' meetings; organizational expenses; extraordinary expenses; and
reimbursements to the Sponsor in accordance with the Distribution Contract.
3. The Sponsor shall give the Trust the benefit of the Sponsor's best
judgment and efforts in rendering services under this Contract. As an inducement
to the Sponsor's undertaking to render these services, the Trust agrees that the
Sponsor shall not be liable under this Contract for any mistake in judgment or
in any other event whatsoever, provided that nothing in this Contract shall be
deemed to protect or purport to protect the Sponsor against any liability to the
Trust or its shareholders to which the Sponsor would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Sponsor's duties under this Contract or by reason of the Sponsor's
reckless disregard of its obligations and duties hereunder.
4. In consideration of the services to be rendered by the Sponsor under
this Contract, the Trust shall pay the Sponsor a monthly fee with respect to
each Fund on the last business day of each month, based upon the average daily
value of the net assets of that Fund during that month at annual rates set forth
in a Supplement with respect to that Fund. If the fees payable to the sponsor
pursuant to this paragraph 4 begin to accrue before the end of any month or if
this Contract terminates before the end of any month, the fees for the period
from that date to the end of that month or from the beginning of that month to
the date of termination, as the case may be, shall be prorated according to the
proportion that the period bears to the full month in which the effectiveness or
Signature Broker-Dealer
Services, Inc.
November 21, 1994
Page 3
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of each Fund shall be computed in the manner specified in its
Prospectus for the computation of net asset value. For purposes of this
Contract, a "business day" is any day the New York Stock Exchange is open for
trading.
5. If the aggregate expenses of every character incurred by, or
allocated to, each Fund in any fiscal year, other than interest, taxes,
brokerage commissions and other portfolio transaction expenses, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, payments under that Fund's Distribution Contract and any
extraordinary expense (including, without limitation, litigation and
indemnification expense), but including the fees provided for in paragraph 4 and
under the Management Contract ("includable expenses"), shall exceed the expense
limitations applicable to that Fund imposed by state securities law or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Sponsor shall pay that Fund an amount equal to 50% of that excess.
With respect to portions of a fiscal year in which this Contract shall be in
effect, the foregoing limitations shall be prorated according to the proportion
which that portion of the fiscal year bears to the full fiscal year. At the end
of each month of the Trust's fiscal year, the Sponsor will review the includable
expenses accrued during that fiscal year to the end of the period and shall
estimate the contemplated includable expenses for the balance of that fiscal
year. If, as a result of that review and estimation, it appears likely that the
includable expenses will exceed the limitations referred to in this paragraph 5
for a fiscal year, the monthly fees payable to the Sponsor under this Contract
for such month shall be reduced, subject to a later reimbursement during that
fiscal year to reflect actual expenses, by an amount equal to 50% of a pro rata
portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includable expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed the limitations provided in this paragraph 5. For
purposes of the foregoing, the value of the net assets of each Fund shall be
computed in the manner specified in paragraph 4, and any payments required to be
made by the Sponsor shall be made once a year promptly after the end of the
Trust's fiscal year.
6. This Contract, and any Supplement, shall become effective with
respect to a Fund only when approved by vote of a majority of (i) the Board of
Trustees of the Trust, and (ii) the Trustees who are not "interested persons"
(as defined in the ▇▇▇▇ ▇▇▇) of the Trust and who have no direct or indirect
financial interest in this Contract, cast in person at a meeting called for the
purpose of voting on such approval. This Contract and any Supplement shall
continue in effect with respect to a Fund until the last day of the calendar
year next following the date of effectiveness specified in a Supplement to the
Contract, and thereafter shall continue automatically for successive annual
periods ending on the last day of each calendar year, provided such continuance
is specifically approved at least annually by a vote of a majority of (i) the
Trust's Board of Trustees and (ii) the Trustees who are not "interested persons"
Signature Broker-Dealer
Services, Inc.
November 21, 1994
Page 4
(as defined in the ▇▇▇▇ ▇▇▇) of the Trust and who have no direct or indirect
financial interest in this Contract, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Contract and all of its
Supplements may be terminated at any time, without payment of any penalty, by a
vote of a majority of the outstanding voting securities of each Fund (as defined
in the ▇▇▇▇ ▇▇▇) or by a vote of a majority of the Trustees of the Trust who are
not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) and who have no direct or
indirect financial interest in this Contract on 60 days' written notice to the
Sponsor or by the Sponsor on 60 days' written notice to the Trust. This Contract
and all of its Supplements shall terminate automatically in the event of
assignment (as defined in the 1940 Act).
7. Except to the extent necessary to perform the Sponsor's obligations
under this Contract, nothing herein shall be deemed to limit or restrict the
right of the Sponsor, or any affiliate of the Sponsor, or any employee of the
Sponsor, 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. The Declaration of Trust establishing the Trust, filed on April 22,
1987, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Republic Funds" refers to the Trustees under the
Declaration collectively as Trustees and not as individuals or personally, and
that no shareholder, Trustee, officer, employee or agent of the Trust shall be
subject to claims against or obligations of the Trust to any extent whatsoever,
but that the Trust estate only shall be liable.
9. This Contract shall be construed and its provisions interpreted in
accordance, with the laws of the Commonwealth of Massachusetts.
If the foregoing correctly sets forth the agreement between the Trust
and the Sponsor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACCEPTED:
SIGNATURE BROKER-DEALER
SERVICES, INC.
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
FT4128A
SECOND ADMINISTRATIVE SERVICES CONTRACT SUPPLEMENT
Republic Funds
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November 21, 1994
Signature Broker-Dealer
Services, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: REPUBLIC FIXED INCOME FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") and Signature Broker-Dealer Services, Inc. (the "Sponsor") as follows:
1. The Trust is an open-end management investment company,
organized as a Massachusetts business trust, and consists of such separate
investment portfolios as have been or may be ▇▇▇▇▇▇▇▇▇▇▇.▇▇ the Trustees of the
Trust from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment portfolio.
Republic Fixed Income Fund (the "Fund") is a separate investment portfolio of
the Trust.
2. The Trust and the Sponsor have entered into a Second Master
Administrative Services Contract ("the Contract") dated November 21, 1994,
pursuant to which the Sponsor has agreed to provide management and
administrative services to the Trust as set forth in that Contract.
3. As provided for in paragraph 1 of the Contract, the Trust
hereby adopts the Contract with respect to the Fund and the Sponsor hereby
acknowledges that the Contract shall pertain to the Fund, the terms and
conditions of such Contract being hereby incorporated herein by reference. All
terms defined in the Contract and not defined in this Supplement shall have the
same meaning herein as therein.
4. The term "Fund" as used in the Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 4 of the Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Sponsor a monthly fee on the last business day of each month based
upon the average daily value of the net assets of the Fund during that month at
an annual rate of 0.05% of the average daily value of net assets of the Fund up
to $100 million, and 0.00% of the average daily value of net assets of the Fund
over
Signature Broker-Dealer
Services, Inc.
November 21, 1994
Page 2
$100 million; provided, however, that the minimum annual fee for each Fund shall
be $25,000 (payable ratably each month).
6. This Supplement and the Contract shall become effective
with respect to the Fund on November 21, 1994, and shall continue in effect with
respect to the Fund until the last day of the calendar year next following such
date, and thereafter shall continue automatically for successive annual periods
ending on the last day of each calendar year, provided such continuance is
specifically approved at least annually by a vote of a majority of (i) the
Trust's Board of Trustees and (ii) the Trustees who are not "interested persons"
(as defined in the ▇▇▇▇ ▇▇▇) of the Trust and who have no direct or indirect
financial interest in the Contract or this Supplement, by vote cast in person at
a meeting called for the purpose of voting on such approval. The Contract and
this Supplement may be terminated with respect to the Fund at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act), or by vote of a majority of
the Trustees of the Trust who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) and who have no direct or indirect financial interest in the Contract
or this Supplement on 60 days' written notice to the Sponsor, or by the Sponsor
on 60 days written notice to the Trust. The Contract and this Supplement shall
terminate automatically in the event of assignment (as defined in the 1940 Act).
If the foregoing currently set forth the agreement between the
Trust and the Sponsor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACCEPTED:
SIGNATURE BROKER-DEALER
SERVICES, INC.
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
FT4128A
ADMINISTRATIVE SERVICES CONTRACT SUPPLEMENT
Republic Funds
▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
November 21, 1994
Signature Broker-Dealer
Services, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: REPUBLIC INTERNATIONAL EQUITY FUND
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") and Signature Broker-Dealer Services, Inc. (the "Sponsor") as follows:
1. The Trust is an open-end management investment company,
organized as a Massachusetts business trust, and consists of such separate
investment portfolios as have been or may be established by the Trustees of the
Trust from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment portfolio.
Republic International Equity Fund (the "Fund") is a separate investment
portfolio of the Trust.
2. The Trust and the Sponsor have entered into a Second Master
Administrative services Contract ("the Contract") dated November 21, 1994,
pursuant to which the Sponsor has agreed to provide management and
administrative services to the Trust as set forth in that Contract.
3. As provided for in paragraph 1 of the Contract, the Trust
hereby adopts the Contract with respect to the Fund and the Sponsor hereby
acknowledges that the Contract shall pertain to the Fund, the terms and
conditions of such Contract being hereby incorporated herein by reference. All
terms defined in the Contract and not defined in this Supplement shall have the
same meaning herein as therein.
4. The term "Fund" as used in the Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 4 of the Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Sponsor a monthly fee on the last business day of each month based
upon the average daily value of the net assets of the Fund during that month at
an annual rate of 0.05% of the average daily value of net assets of the Fund up
to $100 million, and 0.00% of the average daily value of net assets of the Fund
over
Signature Broker-Dealer
Services, Inc.
November 21, 1994
Page 2
$100 million; provided, however, that the minimum annual fee for each Fund shall
be $25,000 (payable ratably each month).
6. This Supplement and the Contract shall become effective
with respect to the Fund on November 21, 1994, and shall continue in effect with
respect to the Fund until the last day of the calendar year next following such
date, and thereafter shall continue automatically for successive annual periods
ending on the last day of each calendar year, provided such continuance is
specifically approved at least annually by a vote of a majority of (i) the
Trust's Board of Trustees and (ii) the Trustees who are not "interested persons"
(as defined in the ▇▇▇▇ ▇▇▇) of the Trust and who have no direct or indirect
financial interest in the Contract or this Supplement, by vote cast in person at
a meeting called for the purpose of voting on such approval. The Contract and
this Supplement may be terminated with respect to the Fund at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act), or by vote of a majority of
the Trustees of the Trust who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) and who have no direct or indirect financial interest in the Contract
or this Supplement on 60 days' written notice to the Sponsor, or by the Sponsor
on 60 days written notice to the Trust. The Contract and this Supplement shall
terminate automatically in the event of assignment (as defined in the 1940 Act).
If the foregoing currently set forth the agreement between the
Trust and the Sponsor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
REPUBLIC FUNDS
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ACCEPTED:
SIGNATURE BROKER-DEALER
SERVICES, INC.
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
FT4128A
