ADMINISTRATION AGREEMENT
AGREEMENT dated as of November 1, 1997 by and between SAMCO Fund, Inc.,
a Maryland corporation (the "Fund"), and AMT Capital Services, Inc., a
Delaware corporation ("AMT Capital").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and offers shares of common stock, par value $.001 per share, which have been
registered under the Securities Act of 1933, as amended;
WHEREAS, AMT Capital is a service company which provides management,
administrative and other services to investment companies and other entities;
and
WHEREAS, the Fund desires to retain AMT Capital to render certain
management and administrative services, including supervision of certain third
party vendors to the Fund.
NOW, THEREFORE, in consideration of the above premises and of other good
and valuable consideration the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Appointment of Administrator
The Fund hereby appoints AMT Capital to act as administrator to the Fund
for the period and on the terms set forth in this Agreement. This appointment
applies to each existing series of the Fund, as well as any future series
provided (i) the Fund does not object to AMT Capital in writing on any basis
or (ii) AMT Capital does not object to the Fund in writing on the basis of the
capabilities of AMT Capital. AMT Capital accepts such appointment and agrees
to render the services and provide, at its own expense, the office space,
furnishings and equipment, and the personnel required by it to perform the
services on the terms and for the compensation herein provided.
As further delineated on Schedule A of this Agreement, which may be
amended by the parties from time to time, AMT Capital shall provide for, or
assist in managing and supervising all aspects of, the general day-to-day
business activities and operations of the Fund except for investment advisory
services, custodial, transfer agency, dividend disbursing, accounting,
auditing and legal services. AMT Capital shall discharge such
responsibilities subject to the supervision and direction of the Fund's
officers and Board of Directors, and in compliance with the objectives,
policies and limitations set forth in the Fund's registration statement,
Articles of Incorporation, By-Laws and applicable laws and regulations. All
agreements with third parties shall be subject to review and approval by the
Fund's executive officers or Board of Directors.
AMT Capital will perform all of its obligations under this Agreement in
accordance with applicable law, including without limitation laws against
discrimination.
2. Representation and Warranties of AMT Capital
AMT Capital represents and warrants to the Fund that:
A. AMT Capital is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power
and authority, corporate and otherwise, to consummate the transactions
contemplated by this Agreement. AMT Capital is duly qualified to carry out
its business, and is in good standing, in the State of New York.
B. The Board of Directors and stockholders of AMT Capital have taken
all action required by law and AMT Capital's Certificate of Incorporation and
By-Laws to authorize the execution and delivery of this Agreement by AMT
Capital and the consummation on behalf of AMT Capital of the transactions
contemplated by this Agreement. This Agreement constitutes a legal, valid and
binding obligation of AMT Capital enforceable in accordance with its terms.
Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated hereby, will result in a breach of, or
constitute a default under, or with lapse of time or giving of notice or both
will result in a breach of or constitute a default under, or otherwise give
any party thereto the right to terminate (a) any mortgage, indenture, loan or
credit agreement or any other agreement or instrument evidencing indebtedness
for money borrowed to which AMT Capital is a party or by which AMT Capital or
any of its properties is bound or affected, or pursuant to which AMT Capital
has guaranteed the indebtedness of any person, or (b) any lease, license,
contract or other agreement to which AMT Capital is a party or by which AMT
Capital or any of its properties is bound or affected. Neither the execution
and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will result in, or require, the creation or imposition of
any mortgage, deed or trust, pledge, lien, security interest, or other charge
or encumbrance of any nature upon or with respect to any of the properties now
or hereafter owned by AMT Capital.
C. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any
provision of the Certificate of Incorporation or By-Laws of AMT Capital.
D. Except such as have been obtained and as are in full force and
effect and subject to no dispute, claim or challenge, no permit, license,
franchise, approval, authorization, qualification or consent of, registration
or filing with, or notice to, any governmental authority is required in
connection with the execution and delivery by AMT Capital of this Agreement or
in connection with the consummation by AMT Capital of any transactions
contemplated by this Agreement, and no such permit, license, franchise,
approval, authorization, qualification or consent of, registration or filing
with, or notice to any federal, state or local governmental authority is
required in connection with AMT Capital's business or operations as currently
conducted or as currently contemplated to be conducted. AMT Capital has
conducted its business and operations in compliance with all applicable laws
and regulations.
3. Duties of the Fund
A. The Fund will deliver to AMT Capital copies of each of the
following documents and will deliver to AMT Capital all future amendments and
supplements, if any:
(1) A certified copy of the Articles of Incorporation of the Fund as
amended and currently in effect;
(2) A copy of the Fund's By-Laws as amended and currently in effect,
certified by the Secretary of the Fund;
(3) A copy of the resolution of the Fund's Board of Directors
authorizing this Agreement, certified by the Secretary of the Fund;
(4) The Fund's registration statement on Form N-1A as filed with, and
declared effective by, the U.S. Securities and Exchange Commission
("SEC"), and all amendments thereto;
(5) Each resolution of the Board of Directors of the Fund authorizing
the original issue of its shares, certified by the Secretary of the
Fund;
(6) Copies of the resolutions of the Fund's Board of Directors
authorizing: (i) certain officers and employees of AMT Capital to give
instructions to the Fund's custodian and transfer agent as required by
agreements with such parties, and (ii) certain officers and employees of
AMT Capital to sign checks and pay expenses on behalf of the Fund,
certified by the Secretary of the Fund;
(7) A copy of the current Investment Advisory Agreement between the
Fund and Seix Investment Advisors, Inc.;
(8) A copy of the Custodian Agreement and Transfer Agency Agreement
relating to the Fund; and
(9) Such other certificates, documents or opinions which AMT Capital
may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
B. The Fund will cooperate in providing AMT Capital with all
information reasonably necessary to permit AMT Capital to perform its duties
hereunder.
C. The Fund certifies to AMT Capital that, as of the close of
business on the date of this Agreement, it has authorized capitalization of
2,500,000,000 shares of its common stock, $.001 par value (the "Shares"), and
agrees that AMT Capital will be promptly notified from time to time when the
Fund takes corporate action to increase the number of authorized shares,
including restoring redeemed shares held in its treasury to the status of
authorized and unissued shares.
4. Services To Be Obtained Independently By the Fund
The Fund shall, at its own expense, provide for any of its own:
A. Organizational expenses;
B. Services of an independent accountant;
C. Services of outside legal counsel (including such counsel's review
of the Fund's registration statement, proxy materials and other reports and
materials prepared by AMT Capital under this Agreement);
D. Services contracted for by the Fund directly from parties other
than AMT Capital acting as administrator (or subcontracted for by AMT Capital
on behalf of the Fund, subject to review and approval by the Fund's executive
officers or Board of Directors);
E. Trading operations and brokerage fees, commissions and transfer
taxes in connection with the purchase and sale of securities for its
investment portfolio;
F. Investment advisory services;
G. Taxes, insurance premiums and other fees and expenses applicable
to its operation;
H. Costs incidental to any meeting of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and costs incidental
to the preparation, printing and mailing of any proxy materials;
I. Cost incidental to Directors' meetings, including fees and
expenses of Directors;
J. The salary and expenses of any officer or employee of the Fund who
is not also an officer or employee of AMT Capital;
K. Custodian and depository banks, and all services related thereto;
L. Costs incidental to the preparation, printing and distribution of
its registration statement and any amendments thereto, and shareholder
reports, including printing setup, printing and mailing costs;
M. All registration fees and filing fees required under the
securities laws of the United States and state regulatory authorities;
N. Fidelity bond and director's and officers' liability insurance;
O. Record retention costs of third parties;
P. Distribution fees pursuant to any distribution plan, if and when
adopted pursuant to Rule 12b-1 under the 1940 Act; and
Q. Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business.
5. Price, Charges and Instructions
In consideration of the services rendered and expenses assumed by AMT
Capital pursuant to this Agreement, the Fund will pay AMT Capital a monthly
fee at the annual rate of 0.15 % of the Fund's average daily net assets,
subject to a minimum fee of $50,000 for the first twelve (12) months after the
Fund commences investment operations. Such sum shall be paid in monthly
installments by the tenth day of each month for the previous month.
For purposes of this Section 5, the "average daily net assets" of the Fund
shall mean the average of the values placed on the Fund's net assets on each
day pursuant to the applicable provisions of the Fund's Registration Statement,
as amended.
In addition, AMT Capital shall be reimbursed for the reasonable cost of
any and all forms, including blank checks and proxies, used by it in
communicating with shareholders, directors, Fund management, Fund vendors, or
any regulatory agencies on behalf of the Fund, or especially prepared for use
in connection with its obligations hereunder, as well as the reasonable cost
of postage, telephone, telex and telecopy used in communicating with
shareholders, directors, Fund management, Fund vendors or any regulatory
agencies on behalf of the Fund, travel-related expenses when incurred on
official Fund business and microfilm used each year to record the previous
year's transactions in shareholder accounts and computer tapes used for
reasonable permanent storage of records, permanent storage costs for hard copy
Fund records and reasonable cost of insertion of materials in mailing
envelopes by outside firms. Prior to ordering any forms in such supply as it
estimates will be adequate for more than two years' use, AMT Capital shall
obtain the written consent of the Fund. All forms for which AMT Capital has
received reimbursement from the Fund shall be and remain the property of the
Fund until used.
At any time AMT Capital may apply to any executive officer of the Fund
or executive officer of the Fund's investment adviser for instructions, and
may consult with legal counsel for the Fund, if consented to by an executive
officer of the Fund at the expense of the Fund, with respect to any matter
arising in connection with the services to be performed by AMT Capital under
this Agreement and AMT Capital shall not be liable and shall be indemnified by
the Fund for any action taken or omitted by it in good faith in reliance upon
such instructions or upon the opinion of such counsel. AMT Capital shall be
protected and indemnified in acting upon any paper or document of the Fund
reasonably believed by it to be genuine and to have been signed by the proper
person or persons and shall not be held to have notice of any change of
authority of any representative of the Fund, until receipt of written notice
thereof from the Fund, unless an officer of AMT Capital shall have actual
knowledge of such change. AMT Capital shall also be protected and
indemnified, except where a stop order is in effect, in recognizing transfer
documents which AMT Capital reasonably believes to bear the proper manual or
facsimile signature of the officers of the Fund, and the proper counter-
signatures of any present or former transfer agent.
6. Limitation of Liability and Indemnification
A. AMT Capital shall provide its services in a professional manner
customarily provided by leading mutual fund administration companies. AMT
Capital shall be responsible for the performance of only such duties as are set
forth or contemplated herein or contained in instructions given to it by the
Fund which are not contrary to this Agreement. AMT Capital shall have no
liability for any loss or damage resulting from the performance or non-
performance of its duties hereunder unless caused by or resulting from the
gross negligence, bad faith or willful misconduct of AMT Capital, its officers
or employees or the violation by any of such persons of this Agreement. In no
event, however, shall AMT Capital be liable for any consequential damages
including, without limitation, any taxes, penalties, litigation expenses or
other loss or damage resulting from the failure by other persons providing
services to the Fund to conform to applicable legal or regulatory requirements,
or to the Fund's investment policies and restrictions as set forth in its
registration statement, notwithstanding that AMT Capital, in the course of
carrying out its monitoring duties hereunder, failed to discover such failure.
B. The Fund shall indemnify and hold AMT Capital harmless from all
loss, cost, damage and expense, including reasonable expenses for counsel,
incurred by it resulting from any claim, demand, action or suit in connection
with any action or omission by it in the performance of its duties hereunder,
or as a result of acting upon any instructions reasonably believed by it to
have been executed by a duly authorized officer of the Fund, provided that
this indemnification shall not apply to actions or omissions of AMT Capital,
its officers or employees in cases of its or their own gross negligence or
misconduct or the violation by any of such persons of this Agreement.
C. The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above, and if
the Fund elects to assume the defense, such defense shall be conducted by
counsel chosen by the Fund. In the event the Fund elects to assume the
defense of any such suit and retain such counsel, AMT Capital or any of its
affiliated persons, named as defendant or defendants in the suit, may retain
additional counsel at its or their own expense, except that, if the Fund shall
have specifically authorized the retaining of such counsel, then the
reasonable expenses for such counsel shall be reimbursed by the Fund.
7. Confidentiality
AMT Capital agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and its prior, present
or potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities hereunder, except (i)
after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld, when requested to divulge such
information by duly constituted authorities and may not be withheld where AMT
Capital may be exposed to civil or criminal contempt proceedings for failure
to comply, and AMT Capital shall disclose all such records and information to
the investment adviser to the Fund when so requested by the adviser or the
Fund.
8. Compliance With Governmental Rules and Regulations
The Fund assumes full responsibility for complying with all applicable
requirements of the Securities Act of 1933, the 1940 Act and the Securities
Exchange Act of 1934, all as amended, and any laws, rules and regulations of
governmental authorities having jurisdiction, except to the extent that AMT
Capital specifically assumes any such obligations under the terms of this
Agreement.
AMT Capital shall maintain and preserve for the period prescribed, such
records relating to the services to be performed by AMT Capital under this
Agreement as are required pursuant to the 1940 Act and the Securities Exchange
Act of 1934, all as amended, and the rules and regulations thereunder. All
such records shall at all times remain the respective properties of the Fund,
shall be readily accessible during normal business hours and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request. Records shall be surrendered in usable machine readable form.
9. Status of AMT Capital
AMT Capital shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Fund from time
to time, have no authority to act or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
Nothing herein shall be deemed to limit or restrict AMT Capital's right
or that of any of its affiliates or employees, to engage in any other business
or to devote time and attention to the administration or other related aspects
of any other registered investment company or to render services of any kind
to any other corporation, firm, individual or association.
10. Printed Matter Concerning the Fund or AMT Capital
Neither the Fund nor AMT Capital shall publish and circulate any printed
matter which contains any reference to the other party without its prior
written approval, excepting such printed matter as refers in accurate terms to
AMT Capital's appointment under this Agreement and/or any other agreement
between the Fund and AMT Capital, and excepting as may be required by
applicable laws or regulations.
11. Term, Amendment and Termination
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall remain in effect
for a period of five (5) years from the date hereof, and shall automatically
continue in effect thereafter unless terminated by either party at the end of
such period or thereafter on 120 days' prior written notice. Upon termination
of the Agreement, the Fund shall pay to AMT Capital such compensation as may
be due under the terms hereof on the date of such termination.
12. Default
If either party materially breaches, materially neglects or materially
fails, in whole or in part, to perform its duties and/or observe its
obligations hereunder (a "Default"), that party is in Default hereunder (the
"Defaulting Party"). The other party hereto may give written notice to the
Defaulting Party and if such Default shall not have been remedied within
thirty (30) days after such written notice is given, then the party giving
such notice may terminate this Agreement by thirty (30) days' written notice
of such termination to the Defaulting Party, but such termination shall not
affect any rights or obligations of either party arising from or relating to
such Default under the terms hereof.
Not in limitation of the foregoing, the Fund may terminate this
Agreement prior to the end of the initial five (5) year term of this
Agreement, other than for a Default by AMT Capital, upon ninety (90) days'
written notice to AMT Capital and payment of liquidated damages to AMT Capital
as follows: The liquidated damages amount shall be equal to the aggregate of
monthly fees due or paid to AMT Capital under this Agreement for the last
three (3) months prior to receipt of notice of termination. Upon payment of
such sum, AMT Capital shall have no further claim to fees due under this
Agreement for periods after the termination date.
The provisions of this Section 12 shall not limit either party's
termination rights under Section 11 of this Agreement. The provisions of
Section 11 and this Section 12 shall govern the method of termination of this
Agreement, but shall not limit any other rights or remedies of either party in
the event of any breach of this Agreement by the other party.
13. Notices
Any notice or other communication authorized or required hereunder shall
be in writing or by confirming telegram, cable, telex or facsimile sending
device. Notice shall be addressed to the Fund at c/o AMT Capital Services,
Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Mr. Xxxx
Xxxxx, Treasurer; and to AMT Capital Services, Inc., 000 Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxxx, President.
Either party may designate a different address by notice to the other party.
Any such notice or other communication shall be deemed given when actually
received.
14. Non-Assignability
This Agreement shall not be assigned by either of the parties hereto
without the prior consent in writing of the other party. Any purported
assignment in violation of this Agreement shall be void and of no effect.
15. Successors
This Agreement shall be binding on and shall inure to the benefit of the
Fund and AMT Capital, and their respective successors and permitted assigns.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
ATTEST: SAMCO FUND, INC.
By:
Xxxx Xxxxx, Xxxxxxx X. Xxxxxxxxx,
Treasurer Secretary
ATTEST: AMT CAPITAL SERVICES, INC.
By:
Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx,
Senior Vice President President
SCHEDULE A
to
ADMINISTRATION AGREEMENT
between
SAMCO FUND, INC.
and
AMT CAPITAL SERVICES, INC.
Pursuant to the attached Administration Agreement, AMT Capital Services, Inc.
("AMT Capital") will provide the following services to SAMCO Fund, Inc. (the
"Fund"):
1) Supervision of all third party vendors to the Fund - AMT Capital
will supervise the quality of service and competitiveness of fees
of all Fund vendors, except the investment adviser. AMT Capital
will develop day-to-day working relationships with existing
vendors as well as evaluate alternative vendor candidates, as
reasonably requested by the Fund's officers. The vendors that AMT
Capital will be responsible for include:
a) Transfer and Dividend Disbursing Agent, Fund Accounting
Agent and Custodian - AMT Capital will make necessary
efforts to ensure that all legally required functions are
performed at a high quality level and at a competitive fee.
AMT Capital will strive to enhance the service levels as
well as reporting capabilities.
b) Outside Counsel, Independent Accountant and Other Vendors -
AMT Capital will coordinate communications with all other
Fund vendors with a goal of enhancing service levels while
controlling costs.
c) Insurance Providers - AMT Capital will identify potential
insurance providers and evaluate the comparative terms and
costs of fidelity bond, E&O and D&O coverage. AMT Capital
will continually monitor the appropriateness of the chosen
providers and coverage.
2) Monitor and Report on Compliance - AMT Capital will monitor the
Fund's compliance with the regulations of Sub-Chapter M of the
Internal Revenue Code with particular emphasis on the asset
diversification, income and short-short tests. AMT Capital will
monitor the Fund's compliance with the securities laws,
particularly the Investment Company Act of 1940, with particular
emphasis on the diversification and voting stock tests. AMT
Capital will monitor all Prospectus, Statement of Additional
Information and Board-imposed compliance limitations. AMT Capital
will report compliance status in all required areas in a format
and at a frequency mutually agreed upon between Fund officers and
directors and AMT Capital, including a quarterly review and
reporting pursuant to the Fund's Code of Ethics policy.
3) Prepare and Monitor Annual Compliance and Administrative Calendar
- AMT Capital will prepare an annual calendar which will include
key dates in the operations of the Fund, such as Board and Audit
Committee meetings and mailings, filing dates, compliance
monitoring and other mutually agreed upon events. AMT Capital
will monitor the calendar and report on status of activity on a
regular basis to Fund officers.
4) Board of Directors' Meetings - AMT Capital will prepare and mail
all necessary Resolutions, Agenda, Powers of Attorney and other
material in advance of each Board meeting, and will prepare and
mail all Board written consents. AMT Capital will do a
presentation to the Board of the status of all administrative and
operations functions at each meeting. AMT Capital will coordinate
other Vendor presentations to the Board when required. AMT
Capital will pay all required directors' fees and expenses, from
the Fund's accounts maintained with its custodian, on a timely and
accurate basis.
5) Monthly Fund Management Reporting - AMT Capital will collect,
review and summarize all Vendor reports. AMT Capital will prepare
a monthly administrative report which will include the financial
statements, a compliance summary, expense ratio calculations,
portfolio turnover ratio calculations and performance
calculations, and will prepare other reasonably requested activity
reports.
6) Shareholder Reports - AMT Capital will prepare the semi-annual and
annual financial reports and footnotes required by Securities and
Exchange Commission ("SEC") regulation for reporting to the
shareholders and the SEC. AMT Capital will coordinate with the
Investment Adviser and Independent Accountants to obtain the
appropriate letters to the shareholders. AMT Capital will
coordinate the printing of the reports and mail to the
shareholders as well as file copies with the appropriate
regulatory authorities. AMT Capital will respond to any
shareholder inquiries under the direction of the Fund's officers.
7) Tax Filings - AMT Capital will prepare for Fund officer review all
necessary tax returns and file such returns on a timely basis with
the appropriate regulatory authorities. These will include all
Federal corporate and excise tax returns, state returns, and 1099
MISC returns for directors fees, and if required, for fees to
third party vendors.
8) SEC Filings - AMT Capital will prepare for Fund officer review all
necessary filings and make such filings on a timely basis with the
SEC. These will include Form N-SAR, Rule 24e-2 and 24f-2 filings,
proxy materials, post-effective amendments to Form N-1A and any
other SEC filings.
9) Blue Sky Monitoring and Filings - AMT Capital will monitor Blue
Sky compliance in each jurisdiction and perform all administrative
functions, including the making of necessary filings on behalf of
the Fund, under the supervision of the Fund's Distributor. AMT
Capital will report the status of the Fund's registration of each
series of Shares on a regular basis to the Fund's directors and
officers.
10) Other Filings - On behalf of the Fund, AMT Capital will prepare
and file any other required documents with the appropriate
jurisdiction, including abandoned property reports and state
corporate law filings.
11) Holdings Reconciliations - AMT Capital will review holdings
reconciliations between the Investment Adviser and the
Custodian/Fund Accounting Agent. All discrepancies will be
researched and reported promptly to the Fund's officers or
directors.
12) Proxy Statement and Annual Meeting - AMT Capital will prepare with
the assistance of Fund counsel all proxy materials, file them with
the SEC and mail them to the shareholders. If it is necessary for
the Fund to have an Annual Meeting, AMT Capital will set up the
Annual Meeting, prepare the agenda and script, tabulate and
solicit votes if requested to do so by the Fund's officers or
directors and perform the duties of the inspector of elections.
13) Fund Expenses - AMT Capital will review all Fund expenses and
strive to create efficiencies and economies of scale wherever
possible. AMT Capital, under supervision and direction of Fund
officers, will pay all Fund bills in an accurate and timely manner
from the Fund's accounts maintained with its custodian.
14) New Series Registration - AMT Capital will assist management in
the preparation of and filing with the SEC of all new Series or
other changes to the Fund's prospectus and Statement of Additional
Information.
15) General - AMT Capital will make its staff available to Fund
management to assist in or to respond to any reasonable request
for Fund- or industry-related information. If requested, AMT
Capital will make its facilities available for meetings of the
Fund's officers or directors. AMT Capital will assist in any
examination of the Fund by the SEC, Internal Revenue Service or
any other regulatory agency.
