EXHIBIT 9
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into as of the 30th day of April,
1997, by and between VAM Institutional Funds, Inc., a Minnesota corporation (the
"Company"), on behalf of each series of the Company that adopts this Agreement
(each, a "Fund" and, collectively, the "Funds") (the Funds, together with the
date each Fund adopts this Agreement, are set forth in Exhibit A hereto, which
shall be updated from time to time to reflect additions, deletions or other
changes thereto), and Voyageur Asset Management LLC, a Minnesota limited
liability company ("VAM LLC").
1. Dividend Disbursing, Administrative, Accounting and Transfer Agency
Services; Compliance Services.
(a) The Company on behalf of each Fund hereby engages VAM LLC,
and VAM LLC hereby agrees, to provide to each Fund all dividend
disbursing, administrative and accounting services required by each
Fund, including, without limitation, the following:
(i) the calculation of net asset value per share at
such times and in such manner as specified in each Fund's
current Prospectus and Statement of Additional Information and
at such other times as the parties hereto may from time to
time agree upon;
(ii) upon the receipt of funds for the purchase of
Fund shares or the receipt of redemption requests with respect
to Fund shares outstanding, the calculation of the number of
shares to be purchased or redeemed, respectively;
(iii) upon the Fund's distribution of dividends, (A)
the calculation of the amount of such dividends to be received
per Fund share, (B) the calculation of the number of
additional Fund shares to be received by each Fund
shareholder, other than any shareholder who has elected to
receive such dividends in cash and (C) the mailing of payments
with respect to such dividends to shareholders who have
elected to receive such dividends in cash;
(iv) the provision of transfer agency services as
described below:
(A) VAM LLC shall make original issues of
shares of each Fund in accordance with each Fund's
current Prospectus and Statement of Additional
Information and with instructions from the Company;
(B) prior to the daily determination of net
asset value of each Fund in accordance with the each
Fund's current Prospectus and Statement of Additional
Information, VAM LLC
shall process all purchase orders received since the
last determination of each Fund's net asset value;
(C) transfers of shares shall be registered
and new Fund share certificates shall be issued by
VAM LLC upon surrender of properly endorsed
outstanding Fund share certificates with all
necessary signature guarantees and satisfactory
evidence of compliance with all applicable laws
relating to the payment or collection of taxes;
(D) VAM LLC may issue new Fund share
certificates in place of Fund share certificates
represented to have been lost, destroyed or stolen,
upon receiving indemnity satisfactory to VAM LLC and
may issue new Fund share certificates in exchange
for, and upon surrender of, mutilated Fund share
certificates;
(E) VAM LLC will maintain stock registry
records in the usual form in which it will note the
issuance, transfer and redemption of Fund shares and
the issuance and transfer of Fund share certificates,
and is also authorized to maintain an account in
which it will record the Fund shares and fractions
issued and outstanding from time to time for which
issuance of Fund share certificates is deferred; and
(F) VAM LLC will, in addition to the duties
and functions above-mentioned, perform the usual
duties and functions of a stock transfer agent for a
registered investment company.
(v) the creation and maintenance of such records
relating to the business of each Fund as each Fund may from
time to time reasonably request;
(vi) the preparation of tax forms, reports, notices,
proxy statements, proxies and other Fund shareholder
communications, and the mailing thereof to Fund shareholders;
and
(vii) the provision of such other dividend
disbursing, administrative and accounting services as the
parties hereto may from time to time agree upon.
(b) The Company also hereby engages VAM LLC to perform, and
VAM LLC hereby agrees to perform, such regulatory reporting and
compliance related services and tasks for the Company or any Fund as
the
Company may reasonably request. Without limiting the generality of the
foregoing, VAM LLC shall:
(i) prepare or assist in the preparation of
prospectuses, statements of additional information and
registration statements for the Funds, and assure the timely
filing of all required amendments thereto;
(ii) prepare such reports, applications and documents
as may be necessary to register the Funds' shares with state
securities authorities; monitor sales of Fund shares for
compliance with state securities laws; and file with the
appropriate state securities authorities the registration
statement for each Fund and all amendments thereto, required
reports regarding sales and redemptions of Fund shares and
such other reports as may be necessary to register each Fund
and its shares with state securities authorities and keep such
registrations effective;
(iii) develop and prepare communications to
shareholders, including each Fund's annual and semi-annual
report to shareholders;
(iv) obtain and keep in effect fidelity bonds and
directors and officers/errors and omissions insurance policies
for the Funds in accordance with the requirements of Rules
17g-1 and 17d-1(7) under the Investment Company Act of 1940 as
such bonds and policies are approved by the Funds' Board of
Directors;
(v) prepare and file with the Securities and Exchange
Commission each Fund's semi-annual reports on Form N-SAR and
all required notices pursuant to Rule 24f-2 under the
Investment Company Act of 1940;
(vi) prepare materials (including, but not limited
to, agendas, proposed resolutions and supporting materials) in
connection with meetings of the Company's Board of Directors;
(vii) prepare or assist in the preparation of proxy
and other materials in connection with meetings of the
shareholders of the Company or any Fund;
(viii) prepare and file tax returns for the Funds;
(ix) concur with Fund counsel in connection with the
development and preparation of any of the foregoing; and
(x) perform such other compliance related services
and tasks upon which the parties hereto may from time to time
agree.
(c) The parties agree that VAM LLC may contract with third
parties to provide certain of the services which it has been engaged to
provide hereunder.
(d) VAM LLC hereby acknowledges that all records necessary in
the operation of the Fund are the property of the Company, and in the
event that a transfer of any of the responsibilities set forth herein
to someone other than VAM LLC should ever occur, VAM LLC will promptly,
and at its own cost, take all steps necessary to segregate such records
and deliver them to the Company.
2. Compensation
(a) As compensation for the dividend disbursing,
administrative, accounting and compliance services to be provided by
VAM LLC hereunder, each Fund shall pay to VAM LLC a monthly fee as set
forth in Exhibit A hereto, which fee shall be paid to VAM LLC not later
than the fifth business day following the end of each month in which
said services were rendered. For purposes of calculating each Fund's
average daily net assets, as such term is used in this Agreement, the
Fund's net assets shall equal its total assets minus (i) its total
liabilities and (ii) its net orders receivable from dealers.
(b) In addition to the compensation provided for in Section
2(a) hereof and as set forth in Exhibit A hereto, each Fund shall
reimburse VAM LLC for all out-of-pocket expenses incurred by VAM LLC in
connection with its provision of services hereunder, including, without
limitation, postage, stationery and mailing expenses. Said
reimbursement shall be paid to VAM LLC not later than the fifth
business day following the end of each month in which said expenses
were incurred.
(c) For purposes of calculating the compensation to be paid to
VAM LLC pursuant to Section 2(a) above, "house accounts" with brokerage
firms which hold shares in a Fund will be treated as separate accounts
for fee calculation purposes (based upon the number of shareholder
accounts within the "house account"), where VAM LLC's work in
connection with servicing such house accounts is substantially the same
as if such accounts did not exist, and VAM LLC had to directly service
the shareholder accounts underlying such house accounts.
3. Freedom To Deal With Third Parties. VAM LLC shall be free to render
services to others similar to those rendered under this Agreement or of a
different nature except as such services may conflict with the services to be
rendered or the duties to be assumed hereunder.
4. Effective Date, Duration, Amendment and Termination of Agreement.
(a) The effective date of this Agreement with respect to each
Fund shall be the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect with respect to each Fund for a
period more than two years from the date of its execution but only as
long as such continuance is specifically approved at least annually by
(i) the Board of Directors of the Company or by the vote of a majority
of the outstanding voting securities of the applicable Fund, and (ii)
by the vote of a majority of the directors of the Company who are not
parties to this Agreement or "interested persons", as defined in the
Investment Company Act of 1940 (as amended, the "Act"), of the Adviser
or of the Company cast in person at a meeting called for the purpose of
voting on such approval.
(c) This Agreement may be terminated with respect to any Fund
at any time, without the payment of any penalty, by the Board of
Directors of the Company or by the vote of a majority of the
outstanding voting securities of such Fund, or by VAM LLC, upon 60
days' written notice to the other party.
(d) This agreement shall terminate automatically in the event
of its "assignment" (as defined in the Act) unless such assignment is
approved in advance by the Board of Directors, including a majority of
the directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the Act) of the Adviser or of the
Company, and, if and to the extent required by the Act, the approval of
the shareholders of each Fund.
(e) No amendment to this Agreement shall be effective with
respect to any Fund until approved by the vote of a majority of the
directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the Act) of the Adviser or of the
Company cast in person at a meeting called for the purpose of voting on
such approval and, if and to the extent required by the Act, a majority
of the outstanding voting securities of the applicable Fund.
5. Notices. Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of such notice.
6. Interpretation; Governing Law. This Agreement shall be subject to
and interpreted in accordance with all applicable provisions of law including,
but not limited to, the Act and the rules and regulations promulgated
thereunder. To the extent that the provisions herein contained conflict with any
such applicable provisions of law, the latter shall control. The laws of the
State of Minnesota shall otherwise govern the construction, validity and effect
of this Agreement.
IN WITNESS WHEREOF, the Company and VAM LLC have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
VAM INSTITUTIONAL FUNDS, INC.
By /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: President
VOYAGEUR ASSET MANAGEMENT LLC
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXHIBIT A
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
VOYAGEUR ASSET MANAGEMENT LLC
AND
VAM INSTITUTIONAL FUNDS, INC.
MONTHLY
SERVICE FEES
(as a % of average
FUND EFFECTIVE DATE daily net assets)
---- -------------- -----------------
Series B -- VAM Short Duration Total
Return Fund July 11, 1997 .012500
Series C -- VAM Intermediate Duration
Total Return Fund July 11, 1997 .012500
Series D -- VAM Core Total Return Fund July 11, 1997 .012500
Series E -- VAM Mid Cap Stock Fund July 11, 1997 .012500
Series F -- VAM Growth Stock Fund July 11, 1997 .012500
Series H -- Xxxxxx Xxxxxx & Xxxxxx Xxxxx 30, 1997 *
Growth and Income Fund
Series I -- VAM Financial Institutions April 30, 1997 .008333%
Intermediate Duration
Portfolio
Series J -- VAM Financial Institutions April 30, 1997 .008333%
Core Portfolio
* The sum of (i) $1.25 per shareholder account per month; (ii) $1,000 per month
if the Fund's average daily net assets do not exceed $50 million, $1,250 per
month if the Fund"s average daily net assets are greater than $50 million but do
not exceed $100 million, and $1,500 per month if the Fund's average daily net
assets are greater than $100 million; and (iii) 0.11% per annum of the first $20
million of the Fund's average daily net assets, .06% per annum of the next $80
million of the Fund's average daily net assets and .035% per annum of the Fund's
average daily net assets in excess of $100 million.
