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
Voyageur 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;
(2) 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;
(3) transfers of shares shall be registered and new
Fund share certificates shall be issued by Voyageur 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;
(4) 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 Voyageur and may issue new Fund share
certificates in exchange for, and upon surrender of, mutilated
Fund share certificates;
(5) 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
(6) 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 Voyageur 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 Voyageur 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 Voyageur 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 Voyageur 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 Voyageur
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
Voyageur 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 Voyageur, 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 Voyageur 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
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Its President
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VOYAGEUR ASSET MANAGEMENT LLC
By /s/ Xxxxxx X. Xxxxxx
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Its President
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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)
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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 Core April 30, 1997 .008333%
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.
