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FORM OF
ADMINISTRATION AGREEMENT
AGREEMENT made this 16th day of December, 1998 by and between FFP NEW
HORIZONS FUND, INC., a Maryland corporation (the "Fund"), and INVESTMENT
COMPANY ADMINISTRATION, L.L.C., an Arizona corporation (the "Administrator").
W I T N E S S E T H
WHEREAS, the Fund is being registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"), with
shares of common stock organized into separate series as set forth on
Schedule A hereto ("series" or "portfolios"); and
WHEREAS, the Fund wishes to retain the Administrator to provide certain
administrative services in connection with the management of the operations
of the various portfolios of the Fund and the Administrator is willing to
furnish such services:
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Administrator to provide
certain administrative services, hereinafter enumerated, in connection with
the management of the portfolios' operations for the period and on the terms
set forth in this Agreement. The Administrator agrees to comply with all
relevant provisions of the 1940 Act, applicable rules and regulations
thereunder, and other applicable law.
2. SERVICES ON A CONTINUING BASIS. The Administrator will perform the
following services on a regular basis which would be daily, weekly or as
otherwise appropriate:
(A) prepare and coordinate reports and other materials to be supplied to
the Board of Directors of the Fund;
(B) prepare and/or supervise the preparation and filing of all securities
filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder
reports and other regulatory reports or filings required of the Fund and
the portfolios.
(C) prepare all required filings necessary to maintain the Fund's and
portfolios' qualification and/or registration to sell shares in all states
where the Fund and portfolios currently do, or intend to do business;
(D) coordinate the preparation, printing and mailing of all materials
(e.g., Annual Reports) required to be sent to shareholders, including
underlying contract holders;
(E) coordinate the preparation and payment of Fund and portfolio related
expenses;
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(F) conduct relations with, and monitor and oversee the activities of the
Fund's and the portfolios' servicing agents (i.e., transfer agent,
custodian, fund accounting agent, underwriters, brokers and dealers,
corporate fiduciaries, and banks) and such other persons in any such other
capacity deemed to be necessary or desirable;
(G) review and adjust as necessary the portfolios' daily expense accruals;
(H) maintain and keep such books and records of the Fund as required by
law or for the proper operation of the Fund and its portfolios other than
those maintained and kept by the Fund's Adviser and servicing agents;
(I) provide the Fund with (i) the services of persons competent to perform
the administrative and clerical functions described herein, and (ii)
personnel to serve as officers of the Fund;
(J) provide the portfolios with office space as well as administrative
offices and such data processing facilities as are necessary for the
performance of its duties under this Agreement.
(K) monitor each portfolio's compliance with investment policies and
restrictions as set forth in the portfolio's currently effective
Prospectus and Statement of Additional Information under the Securities
Act of 1933.
(L) perform such additional services as may be agreed upon by the Fund and
the Administrator.
3. RESPONSIBILITY OF THE ADMINISTRATOR. The Administrator shall be under no
duty to take any action on behalf of the Fund or the portfolios except as set
forth herein or as may be agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator shall be obligated to
exercise reasonable care and diligence and to act in good faith and to use
its best efforts. Without limiting the generality of the foregoing or any
other provision of this Agreement, the Administrator shall not be liable for
delays or errors or loss of data occurring by reason of circumstances beyond
the Administrator's control.
4. RELIANCE UPON INSTRUCTIONS. The Fund agrees that the Administrator shall
be entitled to rely upon any instructions, oral or written, actually received
by the Administrator from the Board of Directors of the Fund and shall incur
no liability to the Fund or the investment adviser to any portfolio in acting
upon such oral or written instructions, provided such instructions reasonably
appear to have been received from a person duly authorized by the Board of
Directors of the Fund to give oral or written instructions on behalf of the
Fund or any portfolio.
5. CONFIDENTIALITY. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative
to the Fund and portfolios and all prior, present or potential shareholders
of any and all portfolios, except after prior notification to, and approval
of release of information in writing by, the Fund, which approval shall not
be unreasonably withheld where the Administrator may be exposed to civil or
criminal contempt
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proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Fund or by a
portfolio.
6. EQUIPMENT FAILURES. In the event of equipment failures or the occurrence
of events beyond the Administrator's control which render the performance of
the Administrator's functions under this Agreement impossible, the
Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties to prevent or
remedy such service interruptions.
7. COMPENSATION. As compensation for services rendered by the Administrator
during the term of this Agreement, each portfolio of the Fund will pay to the
Administrator a monthly fee at the annual rate as set forth in Schedule A.
The Fund also agrees to reimburse the Administrator for reasonable
out-of-pocket expenses advanced by the Administrator on behalf of the Fund.
8. INDEMNIFICATION. The Fund and portfolios agree to indemnify and hold
harmless the Administrator from all taxes, filing fees, charges, expenses,
assessments, claims and liabilities (including without limitation,
liabilities arising under the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act, and any state and foreign securities laws, all as
amended from time to time) and expenses, including (without limitation)
reasonable attorneys fees and disbursements, reasonably arising directly or
indirectly from any action or thing which the Administrator takes or does or
omits to take or do at the request of or in reliance upon the advice of the
Board of Directors of the Fund, provided that the Administrator will not be
indemnified against any liability to a portfolio or to shareholders (or any
expenses incident to such liability) arising out of the Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement. The Administrator agrees to
indemnify and hold harmless the Fund and each of its Directors from all
claims and liabilities (including without limitation, liabilities under the
Securities Act of 1933, the Securities Exchange Act of 1934, The 1940 Act,
and any state and foreign securities laws, all as amended from time to time)
and expenses, including (without limitation) reasonable attorneys fees and
disbursements, arising directly or indirectly from any action or thing which
the Administrator takes or does or omits to take or do which is in violation
of this Agreement or not in accordance with instructions properly given to
the Administrator, or arising out of the Administrator's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
9. DURATION AND TERMINATION. This Agreement shall continue until termination
by the Fund on behalf of any portfolio (by resolution of the Board of
Directors) or the Administrator on 60 days' written notice to the other
party. All notices and other communications hereunder shall be in writing.
10. AMENDMENTS. This Agreement or any part hereof may be changed or waived
only by instrument in writing signed by the party against which enforcement
of such change or waiver is sought, provided such amendment is specifically
approved by the Board of Directors of the Fund.
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11. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any
of the provisions hereof or otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in New York and governed
by New York law. 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 will not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date first written above.
FFP NEW HORIZONS FUND, INC.
By:----------------------------------------
Name: -------------------------------------
Title: ------------------------------------
Attest: -----------------------------------
Secretary
INVESTMENT COMPANY
ADMINISTRATION, L.L.C.
By:----------------------------------------
Name: -------------------------------------
Title: ------------------------------------
Attest:------------------------------------
Secretary
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