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ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, MADE AS OF AUGUST 7, 1996, BY AND
BETWEEN XXXXXXX ADMINISTRATIVE SERVICES COMPANY, A DELAWARE CORPORATION
("CASC"), AND CALVERT CASH RESERVES, ORGANIZED AS A MASSACHUSETTS BUSINESS TRUST
(THE "FUND"), BOTH HAVING THEIR PRINCIPAL PLACE OF BUSINESS AT 0000 XXXXXXXXXX
XXXXXX, XXXXXXXX, XXXXXXXX.
THE PARTIES TO THIS AGREEMENT, INTENDING TO BE LEGALLY BOUND, AGREE WITH
EACH OTHER AS FOLLOWS:
1. PROVISION OF SERVICES. CASC HEREBY UNDERTAKES TO THE FUND'S SERIES,
AS DESIGNATED IN SCHEDULE A, WITH CERTAIN ADMINISTRATIVE SERVICES THAT MAY BE
REQUIRED IN THE CONDUCT OF BUSINESS. SUCH SERVICES INCLUDE, BUT ARE NOT LIMITED
TO, MAINTAINING THE FUND'S ORGANIZATIONAL EXISTENCE, PREPARING THE SERIES'
PROSPECTUSES, PREPARING NOTICES, PROXY MATERIALS, REPORTS TO REGULATORY BODIES
AND REPORTS TO SHAREHOLDERS OF THE SERIES, DETERMINING THE DAILY NET ASSET VALUE
OF SHARES, DETERMINING THE AMOUNT OF DAILY DIVIDENDS OF NET INVESTMENT INCOME
PER SHARE, KEEPING THE BOOKS AND RECORDS, AND SUCH OTHER INCIDENTAL
ADMINISTRATIVE SERVICES AS ARE NECESSARY TO THE CONDUCT OF THE FUND'S AFFAIRS,
RELATIVE TO THE SERIES DESIGNATED IN SCHEDULE A. THE FUND HEREBY ENGAGES CASC TO
PROVIDE IT WITH SUCH SERVICES, OR TO CAUSE SUCH SERVICES TO BE PROVIDED TO THE
FUND BY THIRD PARTIES.
2. SCOPE OF AUTHORITY. CASC IS AT ALL TIMES, IN THE PERFORMANCE OF ITS
FUNCTIONS UNDER THIS AGREEMENT, SUBJECT TO ANY DIRECTION AND CONTROL OF THE
TRUSTEES OF THE FUND AND OF ITS OFFICERS, AND TO THE TERMS OF ITS DECLARATION OF
TRUST AND BYLAWS, EXCEPT THAT IT HAS NO OBLIGATION TO PROVIDE TO THE FUND ANY
SERVICES THAT ARE CLEARLY OUTSIDE THE SCOPE OF THOSE CONTEMPLATED IN THIS
AGREEMENT. IN THE PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT, CASC IS
AUTHORIZED TO TAKE ANY ACTION IT DEEMS ADVISABLE. CASC MAY CONTRACT WITH OTHER
PERSONS TO PROVIDE TO THE FUND ANY OF THE SERVICES CONTEMPLATED UNDER THE
AGREEMENT UNDER SUCH TERMS AS CASC DEEMS REASONABLE, AND CASC HAS THE AUTHORITY
TO DIRECT THE ACTIVITIES OF THOSE OTHER PERSONS IN THE MANNER CASC DEEMS
APPROPRIATE.
3. OTHER ACTIVITIES OF CASC. CASC AND ANY OF ITS AFFILIATES MAY RENDER
TO OTHER PERSONS SERVICES SIMILAR TO THOSE IT PROVIDES TO THE FUND UNDER THIS
AGREEMENT. CASC OR ANY INTERESTED PERSON OF CASC MAY INVEST IN ANY SERIES AS A
SHAREHOLDER, BECOME AN OFFICER OR TRUSTEE OF THE FUND IF PROPERLY ELECTED, OR
ENTER INTO ANY OTHER RELATIONSHIP WITH THE FUND APPROVED BY THE TRUSTEES, IF
NECESSARY, AND IN ACCORDANCE WITH LAW.
4. RECORDKEEPING AND OTHER INFORMATION. CASC WILL, COMMENCING NO LATER
THAN THE EFFECTIVE DATE OF THIS AGREEMENT, OR THE COMMENCEMENT DATE OF ANY
SUBSEQUENTLY-CONSTITUTED SERIES, CREATE AND MAINTAIN ALL NECESSARY
ADMINISTRATIVE RECORDS OF THE RELEVANT SERIES IN ACCORDANCE WITH ALL APPLICABLE
LAWS, RULES AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO, RECORDS REQUIRED BY
SECTION 31(A) OF THE INVESTMENT COMPANY ACT OF 1940 AND THE RULES UNDER THAT
SECTION. ALL RECORDS ARE THE PROPERTY OF THE FUND AND ARE AVAILABLE FOR
INSPECTION AND USE BY THE FUND.
5. AUDIT, INSPECTION AND VISITATION. CASC WILL MAKE AVAILABLE DURING
REGULAR BUSINESS HOURS ALL RECORDS AND OTHER DATA CREATED AND MAINTAINED
PURSUANT TO THIS AGREEMENT FOR REASONABLE AUDIT AND INSPECTION BY THE SEC, THE
FUND OR ANY PERSON RETAINED BY THE FUND IF THAT PERSON'S FUNCTION NECESSITATES
ACCESS TO SUCH RECORDS AND DATA.
6. COMPENSATION TO CASC. CASC WILL BE COMPENSATED BY THE FUND ON A
MONTHLY BASIS FOR THE SERVICES PERFORMED UNDER THIS AGREEMENT, THE RATE OF
COMPENSATION BEING SET FORTH IN SCHEDULE A. CASC WILL NOT BE RESPONSIBLE FOR ANY
COSTS OR EXPENSES OF THE FUND OTHER THAN THOSE SPECIFICALLY ASSUMED IN PARAGRAPH
1. EXPENSES INCURRED BY CASC AND NOT INCLUDED IN SCHEDULE A WILL BE REIMBURSED
TO CASC BY THE FUND, AS APPROPRIATE. SUCH EXPENSES MAY INCLUDE EXPENSES
INCIDENTAL TO MEETINGS OF SHAREHOLDERS, TAXES AND CORPORATE FEES LEVIED AGAINST
THE FUND OR ITS SERIES, EXPENSES OF PRINTING STOCK CERTIFICATES REPRESENTING
SHARES OF THE SERIES, EXPENSES OF PRINTING, MAILING NOTICES, PROXY MATERIAL,
REPORTS TO REGULATORY BODIES AND REPORTS TO SHAREHOLDERS OF THE FUND, EXPENSES
OF TYPESETTING PROSPECTUSES AND PRINTING AND MAILING PROSPECTUSES TO
SHAREHOLDERS, AND DATA PROCESSING EXPENSES INCIDENTAL TO MAINTENANCE OF BOOKS
AND RECORDS. SUCH CHARGES ARE PAYABLE IN FULL UPON RECEIPT OF A BILLING INVOICE.
IN LIEU OF REIMBURSING CASC FOR EXPENSES INCURRED AND NOT INCLUDED IN SCHEDULE
A, THE FUND MAY, IN ITS DISCRETION, DIRECTLY PAY ANY EXPENSES.
7. USE OF NAMES. THE FUND MAY NOT USE THE NAME OF CASC IN ANY
PROSPECTUS, SALES LITERATURE OR OTHER MATERIAL RELATING TO THE FUND OR ITS
SERIES IN ANY MANNER WITHOUT PRIOR APPROVAL BY CASC, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD; PROVIDED, HOWEVER, THAT CASC HEREBY APPROVES ALL USES OF
ITS NAME THAT MERELY REFER IN ACCURATE TERMS TO ITS APPOINTMENT OR THAT ARE
REQUIRED BY THE SEC OR A STATE SECURITIES COMMISSION. CASC MAY NOT USE THE NAME
OF THE FUND OR ITS SERIES IN ANY MATERIAL RELATING TO CASC IN ANY MANNER WITHOUT
PRIOR APPROVAL BY THE FUND, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD;
PROVIDED, HOWEVER, THAT THE FUND HEREBY APPROVES ALL USES OF ITS NAME OR THE
NAMES OF ITS SERIES THAT MERELY REFER IN ACCURATE TERMS TO THE APPOINTMENT OF
CASC OR THAT ARE REQUIRED BY THE SEC OR A STATE SECURITIES COMMISSION.
8. SECURITY. CASC REPRESENTS AND WARRANTS THAT, TO THE BEST OF ITS
KNOWLEDGE, THE VARIOUS PROCEDURES AND SYSTEMS THAT CASC PROPOSES TO IMPLEMENT
WITH REGARD TO SAFEGUARDING INFORMATION FROM LOSS OR DAMAGE ATTRIBUTABLE TO
FIRE, THEFT OR ANY OTHER CAUSE (INCLUDING PROVISION FOR TWENTY-FOUR HOUR A DAY
RESTRICTED ACCESS) WITH RESPECT TO THE FUND'S BOOKS AND RECORDS ADMINISTERED
PURSUANT TO THIS AGREEMENT AND CASC'S RECORDS, DATA, EQUIPMENT, FACILITIES AND
OTHER PROPERTY USED IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT
ARE ADEQUATE AND THAT CASC WILL IMPLEMENT THESE PROCEDURES AND SYSTEM IN A
MANNER CALCULATED TO ENSURE THE PERFORMANCE OF CASC'S OBLIGATIONS UNDER THIS
AGREEMENT.
9. LIMITATION OF LIABILITY. THE FUND WILL INDEMNIFY AND HOLD CASC
HARMLESS AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES (INCLUDING
REASONABLE COUNSEL FEES AND EXPENSES) RESULTING FROM ANY CLAIM, DEMAND, ACTION
OR SUIT BROUGHT BY ANY PERSON (INCLUDING A SHAREHOLDER NAMING THE FUND OR ANY OF
ITS SERIES AS A PARTY) OTHER THAN THE FUND NOT RESULTING FROM CASC'S NEGLIGENCE,
OR CAUSED BY ERRORS OF JUDGMENT OR MISTAKES OF LAW COMMITTED BY CASC IN A GOOD
FAITH EFFORT TO CARRY OUT ITS DUTIES UNDER THIS AGREEMENT.
IN NO EVENT WILL CASC BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES (EVEN IF CASC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING FROM THE OBLIGATIONS ASSUMED HEREUNDER AND THE SERVICES PROVIDED FOR BY
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE OF
ACCOUNTING SYSTEMS, COST OF CAPITAL, COST OF SUBSTITUTE FACILITIES, PROGRAMS OR
SERVICES, DOWNTIME COSTS, OR CLAIMS OF THE FUND'S SHAREHOLDERS FOR SUCH DAMAGE.
10. LIMITATION OF FUND'S LIABILITY. CASC ACKNOWLEDGES THAT IT HAS
RECEIVED NOTICE OF AND ACCEPTS THE LIMITATION ON THE FUND'S LIABILITY. CASC
AGREES THAT THE FUND'S OBLIGATIONS IN ANY CASE EXTEND ONLY TO THE SERIES AND
THEIR ASSETS, AND THAT CASC WILL NOT SEEK SATISFACTION OF ANY OBLIGATION FROM
THE SHAREHOLDERS OR ANY TRUSTEE, OFFICER, EMPLOYEE OR AGENT OF THE FUND.
11. FORCE MAJEURE. CASC WILL NOT BE LIABLE FOR DELAYS OR ERRORS CAUSED
BY CIRCUMSTANCES BEYOND CASC'S CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF
CIVIL OR MILITARY AUTHORITY, NATIONAL EMERGENCIES, WORK STOPPAGES, FIRE, FLOOD
CATASTROPHE, ACTS OF GOD, INSURRECTION, WAR, RIOT, OR FAILURE OF COMMUNICATION
OR POWER SUPPLY. IN THE EVENT OF EQUIPMENT BREAKDOWNS BEYOND ITS CONTROL, CASC
WILL TAKE REASONABLE STEPS TO MINIMIZE SERVICE INTERRUPTIONS BUT WILL HAVE NO
LIABILITY IN THE EVENT INTERRUPTIONS OCCUR.
12. AMENDMENTS. CASC AND THE FUND WILL CONSULT EACH OTHER REGARDING
CASC'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. ANY CHANGE IN THE
FUND'S REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE 1940 ACT OR IN THE FORMS RELATING TO ANY PLAN, PROGRAM OR SERVICE OFFERED BY
THE CURRENT PROSPECTUSES OF THE SERIES THAT WOULD REQUIRE A CHANGE IN CASC'S
OBLIGATIONS UNDER THIS AGREEMENT WILL BE SUBJECT TO CASC'S APPROVAL, WHICH WILL
NOT BE UNREASONABLY WITHHELD.
13. DURATION, TERMINATION, ETC. NEITHER THIS AGREEMENT NOR ANY OF ITS
PROVISIONS MAY BE CHANGED, WAIVED, DISCHARGED, OR TERMINATED ORALLY, BUT ONLY BY
WRITTEN INSTRUMENT WHICH WILL MAKE SPECIFIC REFERENCE TO THIS AGREEMENT AND
WHICH WILL BE SIGNED BY THE PARTY AGAINST WHICH ENFORCEMENT OF SUCH CHANGE,
WAIVER, DISCHARGE OR TERMINATION IS SOUGHT. THIS AGREEMENT WILL CONTINUE IN
EFFECT UNTIL DECEMBER 31, 1997, AND FOR ONE-YEAR TERMS THEREAFTER OR AS THE
PARTIES MAY MUTUALLY AGREE. THIS AGREEMENT MAY BE TERMINATED FOR CAUSE EITHER BY
THE FUND OR CASC, BUT ONLY AFTER A REASONABLE OPPORTUNITY TO CURE HAS BEEN
PROVIDED TO THE PARTY ACCUSED OF NOT PERFORMING ACCORDING TO THE TERMS OF THIS
AGREEMENT. WHAT CONSTITUTES A REASONABLE AMOUNT OF TIME TO CURE ANY DEFICIENCY
WILL BE DETERMINED BY THE PARTIES IN THE CONTEXT OF ACTION THAT NEEDS TO BE
TAKEN IN ORDER TO CURE THE DEFICIENCY, BUT IN NO EVENT WILL THE PARTY HAVE LESS
THAN 90 DAYS TO ATTEMPT TO CURE THE DEFICIENCY. IN THE EVENT THAT THE CAUSE
REMAINS UNREMEDIED, THE PARTIES HAVE THE OPTION TO TERMINATE THE CONTRACT PRIOR
TO ITS EXPIRATION DATE. ANY SUCH TERMINATION WILL NOT AFFECT THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER PARAGRAPHS 9 AND 10 OF THIS AGREEMENT. IN THE
EVENT THE FUND DESIGNATES A SUCCESSOR TO ANY OF CASC'S OBLIGATIONS UNDER THIS
AGREEMENT, CASC WILL, AT THE EXPENSE AND DIRECTION OF THE FUND, TRANSFER TO SUCH
SUCCESSOR ALL RELEVANT BOOKS, RECORDS AND OTHER DATA ESTABLISHED OR MAINTAINED
BY CASC.
14. MISCELLANEOUS. EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS AND
EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES OF
THIS AGREEMENT. THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF MARYLAND. THE CAPTIONS IN THIS AGREEMENT ARE
INCLUDED FOR CONVENIENCE ONLY AND DO NOT DEFINE OR DELIMIT ANY OF THE PROVISIONS
HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT AS OF THE
DATE INDICATED ABOVE.
XXXXXXX ADMINISTRATIVE SERVICES COMPANY
BY
TITLE
CALVERT CASH RESERVES
BY
TITLE
ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE A
LISTED BELOW ARE THE SERIES OF CALVERT CASH RESERVES THAT ARE ENTITLED TO
RECEIVE ADMINISTRATIVE SERVICES FROM XXXXXXX ADMINISTRATIVE SERVICES COMPANY
("CASC") UNDER THE ADMINISTRATIVE SERVICES AGREEMENT DATED AUGUST 7, 1996, AND
WHICH WILL PAY ANNUAL FEES TO CASC PURSUANT TO THE AGREEMENT.
INSTITUTIONAL PRIME FUND 0.05%
FOR ITS SERVICES UNDER THIS ADMINISTRATIVE SERVICES AGREEMENT, CASC IS
ENTITLED TO RECEIVE THE FEE INDICATED ABOVE BASED ON AVERAGE NET ASSETS. A
SERIES' LIABILITY TO PAY FOR SERVICES UNDER THE AGREEMENT ARISES AT THE TIME THE
SERIES COMMENCES OPERATIONS, ABSENT WAIVERS.
