ADMINISTRATION AGREEMENT
This Administration Agreement is made this ____ day of ___________,
19___, by and between INGENUITY CAPITAL TRUST, a Delaware business trust (the
"Trust"), and INGENUITY CAPITAL MANAGEMENT, LLC, a Delaware limited liability
corporation (the "Administrator").
WITNESSETH:
WHEREAS, the Trust is engaged in business as a non-diversified open-end
management investment company and is to be registered as such under the
Investment Company Act of 1940, as amended (the "Act") ; and
WHEREAS, the Administrator is engaged in the business of rendering
administrative and supervisory services to investment companies; and
WHEREAS, the Trust desires to retain the Administrator to render
supervisory and corporate administrative services to The Medical Specialists
Fund (the "Fund") in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the terms and
provisions hereinafter set forth, the parties hereto agree as follows:
1.Employment of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Fund subject to the direction of
the Board of Trustees and the officers of the Trust, for the period and on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees during such period to render the services and to assume the
obligations herein set forth for the compensation herein provided. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and, except as expressly provided or authorized (whether herein or
otherwise), shall have no authority to act for or represent the Fund in any way
or otherwise be deemed an agent of the Fund.
2. Obligations of the Administrator. The Administrator, at its expense,
shall supply the Board of Trustees and officers of the Trust with all
statistical information and reports reasonably required by it and reasonably
available to the Administrator and furnish the Fund with office facilities,
including space, furniture and equipment and all personnel reasonably necessary
for the operation of the Fund. The Administrator shall oversee the maintenance
of all books and records with respect to the Fund's securities transactions and
the Fund's book of account in accordance with all applicable federal and state
laws and regulations. In compliance with the requirements of Rule 31a-3 under
the Act, the Administrator hereby agrees that any records which it maintains for
the Fund are the property of the Fund and further agrees to surrender promptly
to the Fund any of such records upon the Fund's request. The Administrator
further agrees to arrange for the preservation of the records required to be
maintained by Rule 31a-1 under the Act for the periods prescribed by Rule 31a-2
under the Act.
3. Expenses of the Fund. The Administrator assumes and shall pay for
maintaining its staff and personnel, and shall at its own expense provide the
equipment, office space and facilities necessary to perform its obligations
under this Agreement. In addition, the Administrator assumes and shall pay all
other expenses of the Fund, including, without limitation: insurance, taxes,
expenses for legal and auditing services, costs of printing proxies, stock
certificates and prospectuses (except to the extent paid by the investment
adviser pursuant to the Investment Advisory and Management Agreement by and
between the parties hereto dated July 21, 1997), the insurance required by
Section 17(g) of the Act, charges of a custodian for safekeeping of the Fund's
securities, Securities and Exchange Commission fees, expense of registering the
shares of the Fund under Federal and state securities laws, fees and expenses of
trustees who are not interested persons of the Fund, accounting and pricing
costs (including the daily calculation of net asset value), interest, brokerage
costs, litigation and other extraordinary or non-recurring expenses, and other
expenses properly payable to the Fund.
4. Compensation. As compensation for the services rendered, the
facilities furnished and the expenses assumed by the Administrator, the Fund
shall pay to the Administrator at the end of each calendar month a fee at the
annual rate of .45% of the Fund's average daily net assets up to $200 million,
.40% of such assets from $200 million to $500 million, 35% of such assets from
$500 million to $1 billion and .30% of such assets in excess of $1 billion, as
determined and computed in accordance with the description of the method of
determination of net asset value contained in the Fund's Prospectus and
Statement of Additional Information.
5. Activities of the Administrator. The services of the Administrator
to the Fund hereunder are not to be deemed exclusive and the Administrator shall
be free to render similar services to others. Subject to, and in accordance with
the Declaration of Trust and By-Laws of the Fund and Section 10(a) of the Act,
it is understood that trustees, officers, agents and beneficial holders of the
Fund are or may be "interested persons" (as defined in the Act) of the
Administrator or its affiliates, and that directors, officers, agents or
shareholders of the Administrator or its affiliates are or may be "interested
persons" of the Fund as beneficial holders or otherwise.
6. Liabilities of the Administrator. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Administrator, the Administrator shall not
be liable to the Fund or to any beneficial holder of the Fund for any act or
omission in the course of, or in connection with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.
7. Renewal. The term of this Agreement shall commence on the date
hereof and shall continue in effect until __________, _____ and is renewable
thereafter for successive one year periods if such continuance is approved at
least annually by (i) the Fund's Board of Trustees, or by a vote of the holders
of a majority of the outstanding voting securities of the Fund, and (ii) a
majority of the Trustees who are not parties to the Agreement or "interested
persons" (as defined in the Act) of any such party cast in person at a meeting
called for the purpose of voting on such approval.
8. Termination. This Agreement (i) may be terminated at any time
without the payment of any penalty either by vote of the Board of Trustees of
the Fund, or by vote of a majority of the outstanding voting securities of the
Fund, on 60 days written notice to the Administrator and (ii) may be terminated
at any time by the Administrator on 60 days written notice to the Fund.
9. Amendments. This Agreement may be amended by the parties only if
such amendment is specifically approved by (i) the Board of Trustees of the
Fund, or by a vote of the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of those trustees of the Fund who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
10. Notices. Any and all notices or other communications required or
permitted under this Agreement shall be in writing and shall be deemed
sufficient when mailed by United States certified mail, return receipt
requested, or delivered in person against receipt to the party to whom it is to
be given, at the address of such party set forth below:
If to the Administrator:
Ingenuity Capital Management, LLC
00000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
If to the Fund:
Ingenuity Capital
Medical Specialists Fund
00000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 11.
11. Severability. If any provision of this Agreement is invalid,
illegal or unenforceable, the balance of this Agreement shall remain in full
force and effect and this Agreement shall be construed in all respects as if
such invalid, illegal or unenforceable provision were omitted.
12. Headings. Any paragraph headings in this Agreement are for
convenience of reference only, and shall be given no effect in the construction
and interpretation of this Agreement or any provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above,
INGENUITY CAPITAL TRUST
By:
Xxxxxx Xxxx, Chairman
INGENUITY CAPITAL MANAGEMENT, LLC.
By:
Xxxxxxxx Xxx, President
