Exhibit 23(h)(2)
ADMINISTRATION SERVICES AGREEMENT
XXXXXX PREMIER PORTFOLIOS
AND
MUTUAL FUNDS SERVICE CO.
This Administration Services Agreement (the "Agreement") dated as of the
________ day of October, 2003, made by and between XXXXXX PREMIER PORTFOLIOS
(the "Trust"), a mutual fund organized as a business trust under the laws of the
Commonwealth of Massachusetts and MUTUAL FUNDS SERVICE CO., an Ohio corporation
("Administrator").
W I T N E S S E T H
WHEREAS, the Trust is acting on behalf of the portfolios as set forth on
Schedule A attached hereto and incorporated herein, as such Schedule may be
amended from time to time by the Trust and Administrator (each series, a
"Portfolio" and collectively, the "Portfolios"); and
WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative and management services, and the Administrator is willing to
provide such administrative and management services to the Portfolios, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the parties
hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the direction and control of the
Board of Trustees of the Trust, the Administrator shall perform such
administrative services as may from time to time be reasonably requested by the
Portfolio. The types of services which may be called for hereunder include
without limitation: (a) providing equipment and clerical personnel necessary for
performing the administrative and management functions herein set forth; (b)
arranging, if desired by the Portfolio, for Trustees, officers and employees of
the Administrator to serve as Trustees, officers or agents of the Trust if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) supervising the overall
administration of the Portfolio, including negotiation of contracts and fees
with and the monitoring of performance and xxxxxxxx of the Portfolio's custodian
and other independent contractors or agents; (d) assisting in preparing and, if
applicable, filing all documents required for compliance by the Portfolio with
applicable federal laws and regulations, including registration statements,
semi-annual and annual reports to shareholders and proxy statements; (e)
preparing supporting documents for meetings of Trustees and committees of
Trustees; and (f) maintaining current and accurate books and records of
the Portfolio. Notwithstanding the foregoing, the Administrator shall not be
deemed to have assumed any duties with respect to, and shall not be responsible
for, the management of the Portfolio's assets or the rendering of investment
advice and supervision with respect thereto, nor shall the Administrator be
deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any custodian of the Portfolio or any person or agent
responsible for state registration or renewal functions of the Portfolio.
Accounts, records and other information shall belong to the Portfolio and
be considered confidential. Accounts, records and other information will not be
disclosed to other than federal and state regulators without permission from the
Portfolio.
2. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Administrator, and the wages and salaries of
such persons shall not be deemed to be expenses incurred by the Portfolio for
purposes of this Section 2. Except as provided in the foregoing sentence, the
Portfolio will pay all of its own expenses including, without limitation,
compensation of Trustees not affiliated with the Administrator; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Portfolio; fees and expenses of the Portfolio's
independent auditors, legal counsel and any transfer agent or registrar of the
Portfolio; expenses of preparing, printing and mailing reports, notices, proxy
statements and reports to investors and governmental agencies and commissions;
expenses of preparing and mailing agendas and supporting documents for meetings
of Trustees and committees of Trustees; expenses connected with the execution,
recording and settlement of security transactions; insurance premiums; fees and
expenses of the Portfolio's custodian for all services to the Portfolio,
including safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of meetings of shareholders of the Portfolio; and expenses
relating to the issuance, registration and qualification of shares of the
Portfolio.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Portfolio
shall pay to the Administrator an administrative fee computed and paid in
accordance with Schedule B hereto.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator and its
Trustees, officers, employees and agents shall not be liable for any error of
judgment or mistake of law or for any act or omission in the administration of
the Portfolio or the performance of its duties hereunder, unless caused by the
Administrator's negligence, willful misfeasance, or breach of this Agreement.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Portfolio are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties.
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6. TERMINATION. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the initial
term this Agreement may be terminated by either party upon 60 days' prior
written notice.
7. DELEGATION BY THE ADMINISTRATOR. The Administrator may delegate any or
all of its obligations hereunder to any one or more entities or persons;
PROVIDED, HOWEVER, that the Administrator shall not make any such delegation
unless the Trustees of the Trust shall have approved such delegation; and
PROVIDED, FURTHER, that, unless the Portfolio otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to the Portfolio for
the acts and omissions of the entity or person to whom the Administrator has
made such delegation as it would be for its own acts or omissions.
8. NOTICES. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:
IF TO THE TRUST:
----------------
Meeder Premier Portfolios
00000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
IF TO THE ADMINISTRATOR:
------------------------
Mutual Funds Service Co.
Attention: Xxxxxx X. Xxxxxx, President
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
9. The Trustees, officers, employees and agents of the Trust shall not be
personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
11. ASSIGNMENT. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the
Administrator, or by the Administrator without the written consent of the Trust,
in each case authorized or approved by a resolution of its Trustees.
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12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
XXXXXX PREMIER PORTFOLIOS
By _____________________________
MUTUAL FUNDS SERVICE CO.
By _____________________________
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Schedule A
Defensive Equity Portfolio
Growth Portfolio
Fixed Income Portfolio
Aggressive Growth Portfolio
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
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BASIS POINT FEE - 5 Basis Points on the monthly total average net assets of each
Portfolio.
In addition, all out-of-pocket expenses shall be separately charged and shall
include but not be limited to: printed/copied material, postage, overnight mail,
courier service, third-party XXXXX filing fees, transportation and lodging.
MUTUAL FUNDS SERVICE CO.
ADMINISTRATION SERVICES SUMMARY
-------------------------------
o If desired by the Trust, arranging for Directors, officers and employees of
MFSCo. to serve as directors, officers, agents of the Trust if duly elected
or appointed.
o Negotiation of contracts and fees with other independent contractors.
Monitor performance and xxxxxxxx of the Portfolio's custodian and other
independent contractors or agents.
o Preparing for review by Portfolio legal counsel and Directors and, where
applicable, filing with the SEC, those documents required for compliance by
the Portfolio under applicable federal laws and regulations:
(1) Form N-1A Registration Statement
(2) Rule 24f-2 Notice
(3) Semi-annual and annual reports to shareholders
(4) Form N-CSR Semi-Annual Report for Regulated Investment Companies
o Prepare requested supporting documents and summaries for meetings of
Trustees and committees of Trustees.
o Prospectus, New Account Application, miscellaneous forms, reports to
shareholders and Trustees will be produced and customized to meet your
needs.
o Coordinate Blue Sky activities with the Portfolio's in-house personnel or
agent responsible for state registration or renewal functions of the
Portfolio.
