ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") made as of the _____ day of
__________, 2000 by and between PBHG Insurance Series Fund, a Delaware business
trust (the "Company"), and PBHG Fund Services, a Pennsylvania business trust
(the "Administrator").
W I T N E S S E T H:
WHEREAS, the Company is engaged in business as an open-end management
investment company and registered as such under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Company desires to retain the Administrator to provide
administrative services to the Company and each of its several series which are
identified in Schedule A hereto (the "Funds"), in the manner and on the terms
and conditions hereinafter set forth; and
WHEREAS, the Company and the Administrator propose to engage a
sub-administrator (the "Sub-Administrator") to provide certain administrative
services to the Company and the Funds, subject to the approval of the Company's
Board of Directors;
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR.
The Administrator shall oversee the administration of the Company's and
each Fund's business and affairs as set forth herein and shall provide certain
services required for effective administration of the Company and the Funds. In
connection therewith, the Administrator shall:
1.1. OFFICE AND OTHER FACILITIES. Furnish, without cost to the
Company, or provide and pay the cost of, such office facilities,
furnishings, and office equipment as are necessary for the performance of
the Administrator's duties to the Company under this Agreement.
1.2. PERSONNEL. Provide, without additional remuneration from or other
cost to the Company, the services of individuals competent to perform all
of the Administrator's obligations under this Agreement.
1.3. AGENTS. Assist the Company in selecting, coordinating the
activities of, supervising and acting as liaison with any other person or
agent engaged by the Company, including the Company's depository agent or
custodian, consultants, transfer agent, sub-transfer agents, intermediaries
with respect to mutual fund alliance programs, dividend disbursing agent,
Sub-Administrator, independent accountants, and independent legal counsel.
The Administrator shall also monitor the functions of such persons and
agents, including without limitation the compliance of the Company and the
Company's custodians with Rule 17f-5 under the 1940 Act, if appropriate.
1.4. DIRECTORS AND OFFICERS. Authorize and permit the Administrator's
directors, officers, and employees that may be elected or appointee as
directors or officers of the Company to serve in such capacities, without
remuneration from or additional cost to the Company.
1.5. BOOKS AND RECORDS. Maintain customary records, on behalf of the
Company, in connection with the performance of the Administrator's duties
under this Agreement. The Administrator also will monitor and oversee the
performance of the agents specified in Section 1.3. above, to ensure that
all financial, accounting, corporate, and other records required to be
maintained and preserved by the Company or on its behalf will be maintained
in accordance with applicable laws and regulations.
1.6. COST OVERSIGHT. Monitor and review activities and procedures of
the Company and its agents identified in Section 1.3. above, in order to
identify and seek to obtain possible service improvements and cost
reductions. In connection therewith, the Administrator shall, on a
quarterly basis, prepare and submit to the Company a pro forma budget or
similar document concerning the estimated costs of providing the services
to the Company and shall monitor and periodically report to the Company's
Board of Directors information and analysis about the actual expenses
incurred in providing such services.
1.7. ACCOUNTING AND COMPLIANCE POLICIES AND PROCEDURES. Assist in
developing, reviewing, maintaining, and monitoring the effectiveness of
Company accounting and compliance policies and procedures, including
portfolio valuation procedures, expense allocation procedures, and personal
trading procedures, and the Company's Code of Ethics. The Administrator
also will assist and coordinate participation by the Company and its agents
in any audit by its outside auditors or any examination by federal or state
regulatory authorities or any self-regulatory organization. The
Administrator also will oversee and coordinate the activities of Company
accountants, outside counsel, and other experts in these audits or
examinations.
1.8. SYSTEMS. Assist in developing, implementing, and monitoring the
Company's use of automated systems for the purchase, sale, redemption and
transfer of Company shares and the payment of Rule 12b-1 service fees to
broker-dealers and others that provide personal services, distribution
support services, and/or account maintenance services to shareholders, and
for recording and tracking such transactions and/or payments. The
Administrator also will assist in developing, implementing, and monitoring
the Company's use of automated communications systems with brokers,
dealers, custodians, and other service providers, including without
limitation trade clearance systems.
1.9. REPORTS TO THE COMPANY. Furnish to or place at the disposal of
the Company such information, reports, evaluations, analysis, and opinions
relating to its administrative functions and the administrative functions
performed by the Sub-Administrator, as the Company may, at any time or from
time to time, reasonably request or as the Administrator may deem helpful
to the Company. The Administrator also will assist in the preparation of
agendas and other materials for meetings of the Company's Board of
Directors and will attend such meetings.
1.10. REPORTS AND FILINGS. Provide appropriate assistance in the
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development and/or preparation of all reports and communications by the
Company to Company shareholders and all reports and filings necessary to
maintain the registrations and qualifications of the Company's shares under
federal securities law.
1.11. SHAREHOLDER INQUIRIES. Respond to all inquiries from Company
shareholders or otherwise answer communications from Company shareholders
if such inquiries or communications are directed to the Administrator. If
any such inquiry or communication would be more properly answered by one of
the agents listed in Section 1.3. above, the Administrator will coordinate,
as needed, the provision of their response.
2. ALLOCATION OF EXPENSES.
2.1. EXPENSES PAID BY THE ADMINISTRATOR.
2.1.1. IN GENERAL. The Administrator shall bear all of its own
expenses in connection with the performance of its duties under this
Agreement.
2.1.2. SALARIES AND FEES OF DIRECTORS AND OFFICERS. The
Administrator shall pay all salaries, expenses, and fees, if any, of
the directors, officers, and employees of the Administrator who are
directors, officers, or employees of the Company.
2.1.3. WAIVER OR ASSUMPTION AND REIMBURSEMENT OF COMPANY EXPENSES
BY THE ADMINISTRATOR. The waiver or assumption and reimbursement by
the Administrator of any expense of the Company that the Administrator
is not required by this Agreement to waive, or assume or reimburse,
shall not obligate the Administrator to waive, assume, or reimburse
the same or any similar expense of the Company on any subsequent
occasion, unless so required pursuant to a separate agreement between
the Company and the Administrator.
2.2. EXPENSES PAID BY THE COMPANY. The Company shall bear all expenses
of its organization, operation, and business not specifically waived,
assumed, or agreed to be paid by the Administrator as provided in this
Agreement or any other agreement between the Company and the Administrator,
and as described in the Company's then-current Prospectuses and Statements
of Additional Information.
3. FEES.
3.1. COMPENSATION RATE. As compensation for all services rendered,
facilities provided, and expenses paid and any expense waived or assumed
and reimbursed by the Administrator, the Company shall pay the
Administrator a fee per Fund at the annual rate of .15% of the average
daily net assets of each Fund.
3.2. METHOD OF COMPUTATION. The Administrator's fee shall accrue on
each calendar day and the sum of the daily fee accruals shall be paid
monthly to the Administrator by the fifth (5th) business day of the next
calendar month. The daily fee accruals shall be computed by multiplying the
fraction of one (1) over the number of calendar days in the year by the
applicable annual rates described in Section 3.1. above, and multiplying
this product by the net assets of the Funds, as determined in accordance
with the current Prospectuses of the
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Company, as of the close of business on the last preceding business day on
which the Company was open for business.
3.3. PRORATION OF FEE. If this Agreement becomes effective or
terminates before the end of any month, the fee for the period from the
effective date to the end of such month or from the beginning of such month
to the date of termination, as the case may be, shall be prorated according
to the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. ADMINISTRATOR'S USE OF THE SERVICES OF OTHERS.
The Administrator may at its own cost employ, retain, or otherwise avail
itself of the services or facilities of other persons or organizations for the
purpose of providing the Administrator or the Company with such information,
advice, or assistance as the Administrator may deem necessary, appropriate, or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Administrator, including consulting, monitoring, and evaluation services
concerning the Company and the Funds.
5. OWNERSHIP AND CONFIDENTIALITY OF RECORDS.
All records required to be maintained and preserved by the Company,
pursuant to rules or regulations of the Securities and Exchange Commission under
Section 31(a) of the 1940 Act, and maintained and preserved by the Administrator
on behalf of the Company, are the property of the Company and shall be
surrendered by the Administrator promptly on request by the Company. The
Administrator shall not disclose or use any record or information obtained
pursuant to this Agreement in any manner whatsoever except as expressly
authorized by this Agreement and applicable law. The Administrator shall keep
confidential any information obtained in connection with its duties hereunder
and shall disclose such information only if the Company has authorized such
disclosure or if such disclosure is expressly required by applicable law or
federal or state regulatory authorities.
6. REPORTS TO THE ADMINISTRATOR.
The Company shall furnish or otherwise make available to the Administrator
such Prospectuses, Statements of Additional Information, financial statements,
proxy statements, reports, and other information relating to the business and
affairs of the Company, as the Administrator may, at any time or from time to
time, reasonably require in order to discharge its obligations under this
Agreement.
7. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Administrator or
any affiliated person of the Administrator to render corporate administrative
services to other investment companies or to engage in other business
activities; however, so long as this Agreement or any extension, renewal, or
amendment hereof shall remain in effect or until the Administrator shall
otherwise consent, the Administrator shall be the only administrator to the
Company.
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8. LIMITATION OF LIABILITY OF THE ADMINISTRATOR AND INDEMNIFICATION BY THE
COMPANY.
8.1. LIMITATION OF LIABILITY.
8.1.1. Neither the Administrator nor any of its directors,
officers, employees or agents performing services for the Company, at
the direction or request of the Administrator in connection with the
Administrator's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any act or
omission in the course of or in connection with the Administrator's
services hereunder, including any error of judgment or mistake of law
or for any loss suffered by the Company, in connection with the
matters to which this Agreement relates; provided, that nothing herein
contained shall be construed to protect the Administrator or any such
person against any liability to the Company or its shareholders to
which the Administrator or such person would otherwise be subject by
reason of willful misfeasance, bad faith, or negligence in the
performance of its or their duties on behalf of the Company.
8.1.2. The Administrator's directors, officers, employees and
agents performing services for the Company shall be covered errors and
omissions and directors and officers liability insurance, as
appropriate, under a policy maintained by the Administrator or an
affiliate of the Administrator.
8.1.3. The Administrator may apply to the Board of Directors of
the Company at any time for instructions and may consult counsel for
the Company or its own counsel and with accountants and other experts
with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or
accountable for any act on taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel,
accountants, or other experts.
8.1.4. The Administrator shall at all times have the right to
mitigate or cure any and all losses, damages, costs, charges, fees,
disbursements, payments and liabilities to the Company and its
shareholders.
8.2. INDEMNIFICATION BY THE COMPANY.
8.2.1 As long as the Administrator acts in good faith and with
due diligence and without negligence, the Company shall indemnify the
Administrator and hold it harmless from and against any and all
actions, suits, and claims, whether groundless or otherwise, and from
and against any and all losses, damages (excluding consequential,
punitive or other indirect damages), costs, charges, reasonable
counsel fees and disbursements, payments, expenses, and liabilities
(including reasonable investigation expenses) arising directly or
indirectly out of the administrative services or any other service
rendered to the Company hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination
of this Agreement.
8.2.2. The rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation with respect to which indemnification hereunder may
ultimately be merited. In order that the indemnification
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provision contained herein shall apply, however, it is understood that
if in any case the Company may be asked to indemnify or hold the
Administrator harmless, the Board of Directors of the Company shall be
fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the
Administrator will use all reasonable care to identify and notify the
Board of Directors of the Company promptly concerning any situation
which presents or appears likely to present the probability of such a
claim for indemnification against the Company, but failure to do so in
good faith shall not affect the rights hereunder.
8.2.3. The Administrator shall secure and maintain a fidelity
bond, or be covered by an affiliate's blanket fidelity bond, in at
least the amount required by Rule 17g-1 under the 1940 Act for joint
insurance bonds of investment companies.
9. INDEMNIFICATION BY THE ADMINISTRATOR.
9.1. The Administrator shall indemnify the Company, its officers and
directors and hold them harmless from and against any and all actions,
suits, and claims, whether groundless or otherwise, and from and against
any and all losses, damages (excluding consequential, punitive or other
indirect damages), costs, charges, reasonable counsel fees and
disbursements, payments, expenses, and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of the
administrative services or any other service rendered to the Company
hereunder and arising or based upon the willful misfeasance, bad faith, or
negligence of the Administrator, its directors, officers, employees, and
agents in the performance of its or their duties on behalf of the Company.
The indemnity and defense provisions set forth herein shall indefinitely
survive the termination of this Agreement.
9.2. The rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation with respect to which indemnification hereunder may ultimately
be merited. In order that the indemnification provision contained herein
shall apply, however, it is understood that if in any case the
Administrator may be asked to indemnify or hold the Company, its officers,
and directors harmless, the Administrator shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it
is further understood that the Company will use all reasonable care to
identify and notify the Administrator promptly concerning any situation
which presents or appears likely to present the probability of such a claim
for indemnification against the Administrator, but failure to do so in good
faith shall not affect the rights hereunder.
10. FORCE MAJEURE.
In the event the Administrator is unable to perform its obligations or
duties under the terms of this Agreement because of any act of God, strike,
riot, act of war, equipment failure, power failure or damage of the causes
reasonably beyond its control, the Administrator shall not be liable for any and
all losses, damages, costs, charges, counsel fees, payments, expenses or
liability to any other party (whether or not a party to this Agreement)
resulting from such failure to perform its obligations or duties under this
Agreement or otherwise from such causes. This provision, however, shall in no
way excuse the Administrator from being liable to the Company for any and all
losses, damages, costs, charges, counsel fees, payments and expenses incurred by
the Company due to the non-performance or delay in performance by the
Administrator of its duties and obligation under this Agreement if such
non-performance or delay in performance
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could have been reasonably been prevented by the Administrator through back-up
systems and other procedures commonly employed by other administrators in the
mutual fund industry, provided that the Administrator shall have the right, at
all times, to mitigate or cure any losses, including by making adjustments or
corrections to any current or former shareholder accounts.
11. RETENTION OF SUB-ADMINISTRATOR.
The Administrator may retain a Sub-Administrator to perform corporate
administrative services to the Company. The retention of a Sub-Administrator
shall be at the cost and expense of the Administrator. The Administrator shall
pay and shall be solely responsible for the payment of the fees of the
Sub-Administrator for the performance of its services for the Company.
12. TERM OF AGREEMENT.
The term of this Agreement shall begin on the day and year first written
above, and unless sooner terminated as hereinafter provided, shall continue in
effect for an initial period that will expire on December 31, _____. Thereafter,
this Agreement shall continue in effect from year to year, subject to the
termination provisions and all other terms and conditions hereof. The
Administrator shall furnish to the Company, promptly upon its request, such
information as may be reasonably necessary to evaluate the terms of this
Agreement or any extension, renewal, or amendment thereof.
The assignment (as that term is defined in Section (2)(a)(4) of the 1940
Act and rules thereunder) of this Agreement or any rights or obligations
thereunder shall be prohibited by either party without the written consent of
the other party. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
13. TERMINATION OF AGREEMENT.
This Agreement may be terminated by any of the parties hereto, without the
payment of any penalty:
(a) for a material breach of this Agreement, upon thirty (30) days prior
written notice to the other parties; provided, that this Agreement shall not
terminate if such material breach is cured within such thirty (30) day period.
(b) following the initial term of this Agreement, for any reason upon
ninety (90) days' prior written notice to the other parties; provided, that in
the case of termination by the Company such action shall have been authorized by
resolution of the Board of Directors of the Company or by a vote of a majority
of the outstanding voting securities of the Company or, in the case of
termination with respect to a particular Fund, by a resolution of the Board of
Directors of the Company or by a vote of a majority of the outstanding voting
securities of such Fund. In the case of termination by the Administrator, such
termination shall not be effective until the Company and the Administrator shall
have contracted with one or more persons to serve as successor Administrator(s)
for the Company and such person(s) shall have assumed such position.
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14. AMENDMENT AND ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing and signed by the
parties hereto provided, that no material amendment shall be effective unless
authorized by resolution of the Board of Directors of the Company or by a
majority of the outstanding voting securities of the Company or, in the case of
an amendment to this Agreement with respect to a particular Fund, by a
resolution of the Board of Directors of the Company or a vote of majority of the
outstanding voting securities of such Fund.
15. MISCELLANEOUS.
15.1. NOTICES. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, (i) if to the
Administrator, to PBHG Fund Services, 000 Xxxxxxxxx Xxxx, Xxxxx, XX 00000,
Attention: Xxxxx Xxxxxxxx, and (ii) if to the Company, to PBHG Advisor
Funds, Inc., 000 Xxxxxxxxx Xxxx, Xxxxx, XX 00000, Attention: Xxxxxxx
Xxxxxxxxxx.
15.2. CAPTIONS. The captions contained in this Agreement are included
for convenience of reference only and in no way define or delineate any of
the provisions hereof or otherwise affect their construction or effect.
15.3. INTERPRETATION. Nothing herein contained shall be deemed to
require the Company to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve
or deprive the Board of Directors of its responsibility for and control of
the conduct of the affairs of the Company.
15.4. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to
such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States courts or, in the absence of any controlling
decision of any such court by rules, regulations, or orders of the
Securities and Exchange Commission validly issued pursuant to the 1940 Act.
In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is relaxed by a rule, regulation, or order
of the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order.
15.5. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.
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15.6. GOVERNING LAW. Except insofar as the 1940 Act or other federal
laws and regulations may be controlling, this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
ATTEST: PBHG INSURANCE SERIES FUND
______________________________ By:___________________________
Title:________________________ Title:________________________
ATTEST: PBHG FUND SERVICES
______________________________ By:___________________________
Title:________________________ Title:________________________
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SCHEDULE A
PBHG INSURANCE SERIES FUND
PBHG Insurance Series Fund consists of the following Funds, each of which
is subject to this Agreement:
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
PBHG Small Cap Growth Portfolio
PBHG Select 20 Portfolio
PBHG Select Value Portfolio
PBHG Mid-Cap Value Portfolio
PBHG Small Cap Value Portfolio
PBHG Technology & Communications Portfolio
Dated: ________________, 2000
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