Exhibit 8
FORM OF
ADMINISTRATION SERVICES AGREEMENT
between
ALLMERICA ASSET MANAGEMENT, INC.,
ALLMERICA PRIME TRUST
and
INVESTORS BANK & TRUST COMPANY
FORM OF
ADMINISTRATION SERVICES AGREEMENT
AGREEMENT made as of __________, 2002 by and among ALLMERICA ASSET
MANAGEMENT, INC., a Massachusetts corporation ("AAM"), ALLMERICA PRIME TRUST
(the "Trust") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
(the "Bank").
WHEREAS, AAM serves as investment manager for the Trust, a registered
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of the separate Fund(s) of the Trust listed on Appendix
A hereto; and
WHEREAS, AAM desires to retain the Bank to render certain administrative
services to the Trust and the Bank is willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment.
AAM hereby appoints the Bank to act as Administrator of the Trust on the
terms set forth in this Agreement. The Bank accepts such appointment and agrees
to render the services herein set forth for the compensation herein provided.
2. Delivery of Documents.
AAM has furnished the Bank with copies properly certified or
authenticated of each of the following:
(a) The Trust's incorporating or organizing documents filed with the
Commonwealth of Massachusetts on ________, 2002 and all amendments thereto (the
"Articles");
(b) The Trust's by-laws and all amendments thereto (the "By-Laws");
(c) The Trust's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(d) The Trust's most recent amendment to its Registration Statement on
Form N-1A (the "Registration Statement") under the Securities Act of 1933 and
under the 1940 Act; and
(e) The Trust's most recent prospectus and statement of additional
information (the "Prospectus"); and
(f) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
Upon request, AAM will promptly furnish, or cause to be furnished the
Bank copies of all amendments of or supplements to the foregoing. Furthermore,
each party to this Agreement will notify the other promptly of any matter which
may materially affect the performance by the Bank of its services under this
Agreement.
3. Duties of Administrator.
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Bank, as Administrator, will assist in conducting various aspects of
the Trust's administrative operations and
1
undertakes to perform the services described in Appendix B [needs to be
reviewed] hereto. The Bank may, from time to time, perform additional duties and
functions which shall be set forth in an amendment to such Appendix B executed
by both parties. At such time, the fee schedule shall be appropriately amended.
In performing all services under this Agreement, the Bank shall act in
conformity with the Trust's Agreement and Declaration of Trust and By-Laws and
the 1940 Act and other laws as applicable, as the same may be amended from time
to time, and the investment objectives, investment policies and other practices
and policies set forth in the Trust's Registration Statement, as the same may be
amended from time to time. Notwithstanding any item discussed herein, the Bank
has no discretion over the Trust's assets or choice of investments.
4. Duties of the Trust.
(a) The Trust agrees to make its legal counsel available to the Bank for
instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Trust further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be furnished
by the Bank, as provided for in this Agreement, AAM will compensate the Bank
with fees as may be agreed to from time to time in writing between the parties.
(b) The Bank shall not be required to pay any expenses incurred by the
Trust or AAM.
(c) This Agreement does not obligate the Trust to pay the Bank any fees
or disbursements as described under paragraph 5(a) above.
6. Limitation of Liability.
(a) The Bank agrees to indemnify and hold AAM and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs and expenses, including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit arising out of the Bank's willful misfeasance, bad faith or
[gross] negligence in the performance of its obligations and duties under this
Agreement.
(b) AAM agrees to indemnify and hold the Bank and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs, and expenses including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit related to AAM's performance of, or failure to perform, its
obligations under this Agreement and not resulting from willful misfeasance, bad
faith or gross negligence of the Bank.
(c) The Bank may apply to AAM at any time for instructions and may
consult counsel for AAM, or its own counsel, Xxxxxx, Xxxxx and Xxxxxxx, and with
accountants and other experts with respect to any matter arising in connection
with its duties hereunder, and the Bank shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction, or with the opinion of such counsel, accountants, or other experts.
The Bank shall not be liable for any act or omission taken or not taken in
reliance upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the proper person or
persons. The
2
Bank shall not be held to have notice of any change of authority of any
officers, employees, or agents of the Trust until receipt of written notice
thereof has been received by the Bank from the Trust.
(d) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, earthquakes, fires, floods, storms or [other disturbances of nature,]
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation or computers (hardware or software) and computer facilities, the
unavailability of energy sources [and other similar happenings or events] beyond
the reasonable control of the Bank, the Bank shall not be liable to the Trust or
AAM for any damages resulting from such failure to perform, delay in
performance, or otherwise from such causes. Notwithstanding the foregoing, the
Bank has and shall maintain appropriate back-up and disaster recovery facilities
and shall use it best efforts to provide all required information and services
hereunder to the Trust and AAM as soon as possible after any such delay in
performance.
7. Term and Termination of Agreement.
(a) The term of this Agreement shall be _____ years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal Term") unless
notice of non-renewal is delivered by the non-renewing party to the other party
no later than ______ days prior to the expiration of the Initial Term or any
Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement prior to
the expiration of the Initial Term or any Renewal Term in the event the other
party violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party and the violating party does not cure such violation within [__] days of
receipt of such notice.
(ii) If a majority of the Trust's Board reasonably determines
that the performance of the Bank under this Agreement has been unsatisfactory,
written notice (the "Notice") of such determination setting forth the reasons
for such determination shall be provided to the Bank. Such determination shall
be based upon such information as the Trust's Board in its sole discretion
elects to consider, including the Bank's performance against the "Performance
Goals" (as defined below). In order to be effective, any Notice must be executed
by two officers of the Trust. The Bank shall, within sixty (60) days after
receipt of the Notice, either (i) correct the deficiencies listed in the Notice;
or (ii) renegotiate terms of this Agreement in a form satisfactory to the Trust.
If the conditions of the preceding sentence are not met within such sixty (60)
day period, the Trust may terminate this Agreement without additional action by
the Trust's Board upon an additional sixty (60) days written notice. For the
purposes of this Section, "Performance Goals" shall mean the performance goal
criteria mutually agreed between the parties. The parties agree to develop the
initial Performance Goals no later than _____________ and agree to periodically
review the Performance Goals for necessary updates due to changes in the nature
or scope of services provided hereunder.
(b) At any time after the termination of this Agreement, the Trust or AAM
may, upon written request, have reasonable access to the records of the Bank
relating to its performance of its duties as Administrator.
3
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to AAM or the Bank shall be sufficiently given
if addressed to that party and received by it at its office set forth below or
at such other place as it may from time to time designate in writing.
To AAM:
Allmerica Asset Management, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
With a copy to: Counsel
To the Trust:
Allmerica Prime Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
With a copy to: Counsel
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxx X. X'Xxxxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
9. Confidentiality.
All books, records, information and data pertaining to the business of
the other party which are exchanged or received pursuant to the negotiation or
the carrying out of this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except as may be required in the
performance of duties hereunder or as otherwise required by law.
4
10. Use of Name.
AAM shall not use the name of the Bank or any of its affiliates in any
prospectus, sales literature or other material relating to the Trust in a manner
not approved by the Bank prior thereto in writing; provided however, that the
approval of the Bank shall not be required for any use of its name which merely
refers in accurate and factual terms to its appointment hereunder or which is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided further, that in no event shall such approval be
unreasonably withheld or delayed.
11. Limitation of Liability. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed by or
on behalf of the Trust by the Trustees as Trustees or by the officers as
officers and not individually, and that the obligations of this Agreement are
not binding upon any of the Trustees, officers or shareholders of the Trust, but
are binding only upon the assets and property of the Trust. The parties hereto
agree that no shareholder, Trustee or officer of the Trust may be held
personally liable or responsible for any obligation of the Trust arising out of
this Agreement.
(The remainder of this page intentionally left blank.)
5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
ALLMERICA PRIME TRUST
By: __________________________________
Name:
Title:
ALLMERICA ASSET MANAGEMENT, INC.
By: __________________________________
Name:
Title:
INVESTORS BANK & TRUST COMPANY
By: __________________________________
Name:
Title:
6
Appendices
Appendix A .............................. Portfolios
Appendix B .............................. Services
Appendix C .............................. Fee Schedule
Appendix A
Portfolios
Allmerica Prime Fund
Appendix B [needs to be reviewed]
Appendix C [needs to be reviewed by Xxxx Xxxx]
[To be revised]
Allmerica Prime Trust
Fee Schedule
================================================================================
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
================================================================================
