ADMINISTRATION AGREEMENT
AGREEMENT dated as of October 1, 1989 between Midwest
Advisory Services, Inc. ("Adviser") and MGF Service Corp.
("MGF"), both of which are Ohio corporations having their
principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxxxx,
Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 and has entered into an
investment advisory agreement (the "Management Agreement") with
Midwest Income Trust (the "Trust"); and
WHEREAS, the Trust has been organized as a Massachusetts
business trust to operate as an investment company registered
under the Investment Company Act of 1940; and
WHEREAS, the Adviser manages the business affairs of the
Trust pursuant to the Management Agreement; and
WHEREAS, the Adviser wishes to avail itself of the
information, advice, assistance and facilities of MGF to perform
on behalf of the Trust the services as hereinafter described; and
WHEREAS, MGF wishes to provide such services to the Adviser
under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in this Agreement, the Adviser and MGF agree
as follows:
1. Employment. The Adviser, being duly authorized, hereby
employs MGF to perform those services described in this
Agreement. MGF shall perform the obligations thereof upon the
terms and conditions hereinafter set forth.
2. Trust Administration. Subject to the direction and
control of the Adviser, MGF shall assist the Adviser in
supervising the Trust's business affairs not otherwise supervised
by other agents of the Trust. To the extent not otherwise the
primary responsibility of, or provided by, other agents of the
Trust, MGF shall supply (i) non-investment related statistical
and research data, (ii) internal regulatory compliance services,
and (iii) executive and administrative services. MGF shall
supervise the preparation of (i) tax returns, (ii) reports to
shareholders of the Trust, (iii) reports to and filings with the
Securities and Exchange Commission, state securities commissions
and Blue Sky authorities including preliminary and definitive
proxy materials and post-effective amendments to the Trust's
registration statement, and (iv) necessary materials for meetings
of the Trust's Board of Trustees unless prepared by other parties
under agreement.
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3. Recordkeeping and Other Information. MGF shall create
and maintain all necessary records 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 and the rules thereunder, as the same may be amended
from time to time, pertaining to the various functions performed
by it and not otherwise created and maintained by another party
pursuant to contract with the Trust. Where applicable, such
records shall be maintained by MGF for the periods and in the
places required by Rule 31a-2 under the Investment Company Act of
1940.
4. Audit, Inspection and Visitation. MGF shall make
available to the Adviser during regular business hours all
records and other data created and maintained pursuant to the
foregoing provisions of this Agreement for reasonable audit and
inspection by the Trust or any regulatory agency having authority
over the Trust.
5. Compensation. For the performance of its obligations
under this Agreement, the Adviser shall pay MGF a fee each month
equal to one-fourth (1/4) of the monthly fee due from the Trust
to the Adviser pursuant to the terms of the Management Agreement.
The Adviser is solely responsible for the payment of fees to MGF,
and MGF agrees to seek payment of its fees solely from the
Adviser. MGF shall not reimburse the Adviser for (or have
deducted from its fees) any Trust expenses in excess of expense
limitations imposed by certain state securities commissions
having jurisdiction over the Trust.
6. Limitation of Liability. MGF shall not be liable for
any action taken, omitted or suffered to be taken by it in its
reasonable judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred
upon it by this Agreement, or in accordance with instructions
from the Adviser, provided, however, that such acts or omissions
shall not have resulted from MGF's willful misfeasance, bad faith
or gross negligence.
7. Compliance with the Investment Company Act of 1940.
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require MGF to perform any services
for the Adviser which services could cause MGF to be deemed an
"investment adviser" of the Trust within the meaning of Section
2(a)(20) of the Investment Company Act of 1940 or to supercede or
contravene the Prospectus or Statement of Additional Information
of the Trust or any provisions of the Investment Company Act of
1940 and the rules thereunder.
8. Termination. This Agreement may be terminated by
either party upon sixty (60) days' written notice to the other
party. This Agreement shall terminate automatically in the event
of termination of the Management Agreement. Upon the termination
of this Agreement, the Adviser shall pay MGF such compensation as
may be payable for the period prior to the effective date of such
termination.
9. No Trust Liability. MGF is hereby expressly put on
notice that the Trust is not a contracting party to this
Agreement and assumes no obligations pursuant to this Agreement.
MGF shall seek satisfaction of any obligations arising out of
this Agreement only from the Adviser, and not from the Trust nor
its Trustees, officers, employees or shareholders. MGF shall not
act as agent for or bind either the Adviser or the Trust in any
matter.
10. Miscellaneous. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the
laws of the State of Ohio. 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.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
MIDWEST ADVISORY SERVICES, INC.
/s/ Xxxxxx X. Xxxxxxx
By:
MGF SERVICE CORP.
/s/ Xxxxxx X. Xxxxxxx
By:
