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Exhibit 9(b)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 7th day of January, 1997, by and between Impact
Management Investment Trust (the "Trust") and Impact Management Services, Inc.
(the "Administrator").
BACKGROUND
WHEREAS, the Trust is a diversified open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Administrator is a Pennsylvania Corporation which has access
to facilities sufficient to provide administrative services to mutual Trusts;
and
WHEREAS, the Trust desires to avail itself of the assistance and
facilities of the Administrator and to have the Administrator perform for the
Trust certain services appropriate to the operations of the Trust and the
Administrator is willing to furnish such services in accordance with the terms
hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Trust and the Administrator hereby agree to the
following:
1. DUTIES OF THE ADMINISTRATOR. The Administrator will provide the Trust
with the necessary office space, communication facilities and personnel to
perform the following services for the Trust:
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(a) Monitor all regulatory (1940 Act and IRS) and prospectus
restrictions for compliance;
(b) Prepare and coordinate the printing of semi-annual and annual
financial statements;
(c) Prepare selected management reports for performance and
compliance analyses as agreed upon by the Trust and Administrator from
time to time;
(d) Prepare selected financial data required for Trustees' meetings
as agreed upon by the Trust and the Administrator from time to time and
coordinate Trustees meeting agendas with outside legal counsel to the
Trust;
(e) Determine income and capital gains available for distribution and
calculate distributions required to meet regulatory, income, and excise
tax requirements, to be reviewed by the Trust's independent public
accountants;
(f) Prepare the Trust's federal, state, and local tax returns to be
reviewed by the Trust's independent public accountants;
(g) Prepare and maintain the Trust's operating expense budget to
determine proper expense accruals to be charged to the Trust in order to
calculate its daily net asset value;
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(h) 1940 Act filings -
In conjunction with the Trust's outside legal counsel the
Administrator will:
* Prepare the Trust's Form N-SAR reports;
* Update all financial sections of the Trust's Statement of
Additional Information and coordinate its completion;
* Update all financial sections of the Trust's prospectus and
coordinate its completion;
* Update all financial sections of the Trust's proxy statement and
coordinate its completion;
* Prepare an annual update to Trust's 24f-2 filing (if applicable);
(i) Monitor services provided by the Trust's custodian bank as well
as any other service providers to the Trust;
(j) Provide appropriate financial schedules (as requested by the
Trust's independent public accountants or SEC examiners), coordinate the
Trust's annual or SEC audit, and provide office facilities as may be
required;
(k) Attend management and board of trustee meetings as requested;
(l) The preparation and filing (filing fee to be paid by the Trust)
of applications and reports as necessary to register or maintain the
Trusts
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registration under the securities of "Blue Sky" laws of the various states
selected by the Trust's Distributor.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
2. COMPENSATION OF THE ADMINISTRATOR. In consideration of the services to
be performed by the Administrator as set forth herein for each portfolio listed
in Schedule B, the Administrator shall be entitled to receive compensation and
reimbursement for all reasonable out-of-pocket expenses. The Trust agrees to
pay the Administrator the fees and reimbursement of out-of-pocket expenses as
set forth in the fee schedule attached hereto as Schedule A.
3. RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held
to the exercise of reasonable care in carrying out the provisions of the
Agreement, but shall be without liability to the Trust for any action taken or
omitted by him in good faith without gross negligence, bad faith, willful
misconduct or reckless disregard of his duties hereunder. He shall be entitled
to rely upon and may act upon the accounting records and reports generated by
the Trust, advice of the Trust, or of counsel for the Trust and upon statements
of the Trust's independent accountants, and shall be without liability for any
action reasonably taken or omitted pursuant to such records and reports or
advice, provided that such action is not, to the knowledge of the
Administrator, in violation of applicable federal or state laws or regulations,
and
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provided further that such action is taken without gross negligence, bad faith,
willful misconduct or reckless disregard of his duties.
(b) The Administrator shall not be liable to the Trust for any error of
judgment or mistake of law or for any loss arising out of any act or omission
by the Administrator in the performance of his duties hereunder except as
hereinafter set forth. Nothing herein contained shall be construed to protect
the Administrator against any liability to the Trust or his security holders to
which the Administrator shall otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of his duties on
behalf of the Trust, reckless disregard of the Administrator's obligations and
duties under this Agreement or the willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither the
Administrator nor his stockholders, officers, Trustees, employees or agents
shall be subject to, and the Trust shall indemnify and hold such persons
harmless from and against, any liability for any damages, expenses or losses
incurred by reason of the inaccuracy of information furnished to the
Administrator by the Trust or his authorized agents or in connection with any
error in judgment or mistake of law or any act or omission in the course of,
connected with or arising out of any services to be rendered hereunder, except
by reason of willful misfeasance, bad faith or gross negligence in the
performance of his duties, by reason of reckless disregard of the
Administrator's obligations and duties under this Agreement or the willful
violation of any applicable law.
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4. REPORTS. (a) The Trust shall provide to the Administrator on a
quarterly basis a report of a duly authorized officer of the Trust representing
that all information furnished to the Administrator during the preceding
quarter was true, complete and correct to the best of his knowledge. The
Administrator shall not be responsible for the accuracy of any information
furnished to it by the Trust, and the Trust shall hold the Administrator
harmless in regard to any liability incurred by reason of the inaccuracy of
such information.
(b) The Administrator shall provide to the Board of Trustees of the Trust,
on a quarterly basis, a report, in such a form as the Administrator and the
Trust shall from time to time agree, representing that, to his knowledge, the
Trust was in compliance with all requirements of applicable federal and state
law, including without limitation, the roles and regulations of the Securities
and Exchange Commission and the Internal Revenue Service, or specifying any
instances in which the Trust was not so in compliance. Whenever, in the course
of performing his duties under this Agreement, the Administrator determines, on
the basis of information supplied to the Administrator by the Trust, that a
violation of applicable law has occurred, or that, to his knowledge, a possible
violation of applicable law may have occurred or, with the passage of time,
could occur, the Administrator shall promptly notify the Trust and his counsel
of such violation.
5. ACTIVITIES OF THE ADMINISTRATOR. The Administrator shall be free to
render similar services to others so long as his services hereinunder are not
impaired thereby.
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6. RECORDS. The records maintained by the Administrator shall be the
property of the Trust, and shall be made available to the Trust promptly upon
request by the Trust in the form in which such records have been maintained or
preserved. The Administrator shall upon approval of the Trust assist the
Trust's independent auditors, or, any regulatory body, in any requested review
of the Trust's accounts and records. The Administrator shall preserve the
records in his possession (at the expense of the Trust) as required by Rule
31a-1 of the 1940 Act.
7. CONFIDENTIALITY. The Administrator agrees that it will, on behalf of
himself and his officers and employees, treat all transactions contemplated by
this Agreement, and all other information germane thereto, as confidential and
such information shall not be disclosed to any person except as may be
authorized by the Trust.
8. DURATION AND TERMINATION OF THE AGREEMENT. This Agreement shall become
effective as of the date hereof and shall remain in force for a period of three
(3) years, provided, however, that both parties to this Agreement have the
option to terminate the Agreement, without penalty, upon ninety (90) days prior
written notice.
Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Trust. Additionally, the Administrator reserves the right to charge for any
other reasonable expenses associated with such termination.
9. ASSIGNMENT. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that
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this Agreement shall not be assignable by the Trust without the prior written
consent of the Administrator, or by the Administrator without the prior written
consent of the Trust.
10. LAWS TO APPLY. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of Colorado as at the time
in effect and the applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of Colorado, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. AMENDMENTS TO THIS AGREEMENT. This Agreement may be amended by the
parties hereto only if such amendment is in writing and signed by both parties.
12. MERGER OF AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
13. NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, and shall be given to the following
addresses (or such other addresses as to which notice is given):
To the Administrator: To the Trust::
Impact Management Services, Inc. Impact Management Investment Trust
Arrott Building, Third Floor 1875 Ski Time Square Drive, Suite One
000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000
Xxxxxxxxxx, XX 00000
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
IMPACT MANAGEMENT IMPACT MANAGEMENT
INVESTMENT TRUST SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx
Title: Chairman Title: President
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SCHEDULE A
(a) ADMINISTRATIVE SERVICE FEE:
The compensation to be paid to the Administrator for the services rendered
by the Administrator in his capacity as specified in Paragraph 1 DUTIES OF THE
ADMINISTRATOR, the Trust shall be included in the payments made pursuant to the
Transfer Agent and Dividend Disbursing Agent Agreement. NO OTHER FEES SHALL BE
PAID.
(b) EXPENSES:
The Trust shall not be required to reimburse the Administrator for any
out-of-pocket expenses, exclusive of salaries, advanced by the Administrator in
connection with but not limited to the printings or filings of documents for
the Trust, travel, telephone, quotation services, facsimile transmissions,
stationery and supplies, record storage, postage, telex, and courier charges,
incurred in connection with the performance of his duties hereunder.
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SCHEDULE B
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
IMPACT MANAGEMENT GROWTH PORTFOLIO
