ADMINISTRATION AGREEMENT
SEARAY FINANCIAL FUNDS
AND
MUTUAL FUNDS SERVICE CO.
This Administration Agreement (the "Agreement") dated as of March 2, 2000,
made by and between SEARAY FINANCIAL FUNDS (the "Trust"), a business trust
operating as an open-end investment company, duly organized and existing under
the laws of the Commonwealth of Massachusetts, on behalf of The Xxxxxxxx Fund
(the "Fund"), and MUTUAL FUNDS SERVICE CO. (the "Administrator"), a corporation
duly organized and existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940 (collectively with the rules
and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative and management services, and the Administrator is willing to
provide such administrative and management services to the Fund, on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the parties
hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the direction and control of the
Board of Trustees of the Trust, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by the
Fund. The types of services which may be called for hereunder include without
limitation: (a) providing equipment and clerical personnel necessary for
performing the administrative and management functions herein set forth; (b)
arranging, if desired by the Fund, for Trustees, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) supervising the overall
administration of the Fund, including negotiation of contracts and fees with and
the monitoring of performance and xxxxxxxx of the Fund's custodian and other
independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Fund with
applicable federal laws and regulations, including registration statements,
semi-annual and annual reports to shareholders and proxy statements; (e)
preparing supporting documents for meetings of Trustees and committees of
Trustees; and (f) maintaining current and accurate books and records of the
Fund. Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any custodian of the Fund or any person or agent responsible for
state registration or renewal functions of the Fund.
Accounts, records and other information shall belong to the Trust and be
considered confidential and shall be made available to the Trust, within a
reasonable time, upon demand. Accounts, records and other information will not
be disclosed to other than federal and state regulators without permission from
the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Administrator, and the wages and salaries of
such persons shall not be deemed to be expenses incurred by the Fund for
purposes of this Section 2. Except as provided in the foregoing sentence, the
Fund or its Advisor, as specified in its prospectus will pay all of its own
expenses including, without limitation, compensation of Trustees not affiliated
with the Administrator; governmental fees; interest charges; taxes; membership
dues in the Investment Company Institute allocable to the Fund; fees and
expenses of the Fund's independent auditors, legal counsel and any transfer
agent or registrar of the Fund; expenses of printing and mailing reports,
notices, proxy statements and reports to investors and governmental agencies and
commissions; expenses of mailing agendas and supporting documents for meetings
of Trustees and committees of Trustees; expenses connected with the execution,
recording and settlement of security transactions; insurance premiums; fees and
expenses of the Fund's custodian for all services to the Fund, including
safekeeping of funds and securities and maintaining required books and accounts;
expenses of calculating the net asset value of shares of the Fund; expenses of
meetings of shareholders of the Fund; and expenses relating to the issuance,
registration and qualification of shares of the Fund.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Fund shall pay
to the Administrator an administrative fee computed and paid in accordance with
Schedule A hereto.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator and its
Trustees, officers, employees and agents shall not be liable for any error of
judgment or mistake of law or for any act or omission in the administration of
the Fund or the performance of its duties hereunder, unless caused by the
Administrator's negligence, willful misfeasance, or breach of this Agreement.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Fund are not to be deemed to be exclusive, the Administrator being free to
render administrative and/or other services to other parties.
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6. TERMINATION. This Agreement shall have an initial term of one (1) year
beginning on the date of this Agreement. After the initial term of one year,
this Agreement may be terminated by either party upon 60 days' prior written
notice.
7. DELEGATION BY THE ADMINISTRATOR. The Administrator may delegate any or
all of its obligations hereunder to any one or more entities or persons;
provided, however, that the Administrator shall not make any such delegation
unless the Trustees of the Fund shall have approved such delegation; and
provided, further, that, unless the Fund otherwise expressly agrees in writing,
the Administrator shall be as fully responsible to the Fund for the acts and
omissions of the entity or person to whom the Administrator has made such
delegation as it would be for its own acts or omissions.
8. NOTICES. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:
IF TO THE FUND:
---------------
The Xxxxxxxx Fund
Attention: Xxxxxxx X. Xxxxxxxxx
000 X. Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
IF TO THE ADMINISTRATOR:
------------------------
Mutual Funds Service Co.
Attention: Xxxxxx X. Line, President
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
9. The Trustees, shareholders, nominees, officers, employees and agents of
the Trust shall not be personally bound by or liable hereunder, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
hereunder nor shall the execution and delivery of this Agreement by such
officers be deemed to have been made by any of them individually. This Agreement
shall bind Trust property only as provided in its Declaration of Trust, a copy
of which is on file with the Secretary of the Commonwealth of Massachusetts.
10. COUNTERPARTS. 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.
11. ASSIGNMENT. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
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shall not be assignable by the Fund without the written consent of the
Administrator, or by the Administrator without the written consent of the Fund,
in each case authorized or approved by a resolution of its Trustees.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
SEARAY FINANCIAL FUNDS
By ______________________________
MUTUAL FUNDS SERVICE CO.
By ______________________________
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Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
BASIS POINT FEE - 5 Basis Points annual fee on the average net assets of
the Fund (payable monthly).
MINIMUM ANNUAL FEE - $30,000 (payable monthly)
In addition, all out-of-pocket expenses shall be separately charged and
shall include but not be limited to: printed/copied material, postage,
overnight mail, courier service, XXXXX filing fees, which includes SEC
imposed fees and charges for converting and filing by XXXXX, transportation
and lodging.
MUTUAL FUNDS SERVICE CO.
ADMINISTRATION SERVICES SUMMARY
o If desired by the Fund, arranging for Trustees, officers and employees of
Mutual Funds Service Co. to serve as trustees, officers, agents of Fund if
duly elected or appointed.
o Negotiation of contracts and fees with other independent contractors.
Monitor performance and xxxxxxxx of the Fund's custodian and other
independent contractors or agents.
o Preparing for review by Fund legal counsel and Trustees and, where
applicable, filing with the SEC, those documents required for compliance by
the Fund under applicable federal laws and regulations:
(1) Form N-1A Registration Statement
(2) Rule 24f-2 Notice
(3) Semi-annual and annual reports to shareholders
(4) Form N-SAR Semi-Annual Report for Regulated Investment Companies
(5) Proxy Statements
(6) 12b-1 Reports
(7) 18f-3 Reports
o Prepare requested supporting documents and summaries for meetings of
Trustees and committees of Trustees.
o Prospectus, New Account Application, miscellaneous forms, reports to
shareholders and Directors will be produced and customized to meet your
needs.
o Monitor quarterly compliance with IRS diversification tests and prospectus
investment restrictions.
o Coordinate all Blue Sky registration or renewal functions of the Fund in
coordination with the Fund's in-house personnel or agent.
o Calculate performance data.
o Coordinate and supervise the preparation and filing of the Fund' tax
returns.
o Advise the Trust and its Board on administrative matters concerning the
Fund.
