EXHIBIT B
ADMINISTRATION SERVICES AGREEMENT
XXXXXX ASSET MANAGEMENT, INC.
AND
MUTUAL FUNDS SERVICE CO.
This Administration Services Agreement (the "Agreement") dated as of the
1st day of October, 2003, made by and between XXXXXX ASSET MANAGEMENT, INC., a
corporation organized under the laws of the State of Ohio (the "Adviser"), and
MUTUAL FUNDS SERVICE CO., a corporation organized under the laws of the State of
Ohio ("Administrator").
W I T N E S S E T H
WHEREAS, MEEDER PREMIER PORTFOLIOS is a Massachusetts business trust (the
"Trust") 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 Adviser and Administrator (each series, a "Portfolio and
collectively, the "Portfolios");
WHEREAS, each Portfolio is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended,
(collectively with the rules and regulations promulgated thereunder, the "1940
Act");
WHEREAS, pursuant to an Investment Advisory Agreement dated of even date
herewith between the Adviser and the Trust (the "Investment Advisory
Agreement"), the Adviser has agreed to arrange for the provision of certain
administrative services for each of the Portfolios;
WHEREAS, the Adviser 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 each Portfolio, on the
terms and conditions hereinafter set forth; and
WHEREAS, pursuant to the Investment Advisory Agreement, the Trust, on
behalf of the Portfolios, has agreed to allow the Portfolios to receive the
services to be performed by the Administrator pursuant to this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
of the parties hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR. The Trust hereby appoints Administrator as
the Trust's Administrator for each Portfolio and Administrator accepts such
appointment and agrees to act in such capacity upon the terms set forth in this
Agreement. The Trust acknowledges and accepts this appointment. Subject to the
direction and control of the Board of Trustees of the Trust, the Administrator
shall perform such administrative services for the Portfolios as may from time
to time be reasonably requested by the Trust. 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 Trust, for
directors, 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 each Portfolio, including
negotiation of contracts and fees with and the monitoring of performance and
xxxxxxxx of each Portfolio's custodian and other independent contractors or
agents; (d) assisting in preparing and, if applicable, filing all documents
required for compliance by each 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; (f) maintaining current and
accurate books and records of the Trust and each Portfolio; and (g) performing
the services set forth on Schedule A attached hereto. 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 each 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 each Portfolio or any person or agent responsible for state registration or
renewal functions of each Portfolio.
Accounts, records and other information shall belong to each Portfolio and
be considered confidential. Accounts, records and other information will not be
disclosed to other than federal and state regulators without permission from
each 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 each Portfolio for
purposes of this Section 2. Except as provided in the foregoing sentence, each
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 each Portfolio; fees and expenses of each Portfolio's
independent auditors, legal counsel and any transfer agent or registrar of each
Portfolio; expenses of preparing, printing and mailing reports, notices, proxy
statements
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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
each Portfolio's custodian for all services to each Portfolio, including
safekeeping of portfolios and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of each
Portfolio; expenses of meetings of shareholders of each Portfolio; and expenses
relating to the issuance, registration and qualification of shares of each
Portfolio.
3. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Adviser shall
pay to the Administrator an administrative fee as agreed to between the parties.
4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator and its
directors, 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
each 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
each Portfolio are not to be deemed to be exclusive, the Administrator being
free to render administrative and/or other services to other parties.
6. TERMINATION. This Agreement shall have an initial term of one year
beginning on the date first set forth above. 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 each Portfolio otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to each 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 ADVISER:
------------------
Xxxxxx Asset Management, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
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IF TO THE TRUST OR A PORTFOLIO:
-------------------------------
Meeder Premier Portfolios
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
IF TO THE ADMINISTRATOR:
------------------------
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Any such notice shall be deemed to have been given upon receipt.
9. The Directors, officers, employees and agents of the Adviser 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 Adviser without the written consent of the
Administrator, or by the Administrator without the written consent of the
Adviser, in each case authorized or approved by a resolution of its Director.
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.
13. THIRD PARTY BENEFICIARY. Each Portfolio shall be deemed a third party
beneficiary under this Agreement.
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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 ASSET MANAGEMENT, INC.
By:
------------------------------
MUTUAL FUNDS SERVICE CO.
By:
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SCHEDULE A
DEFENSIVE EQUITY PORTFOLIO
GROWTH PORTFOLIO
FIXED INCOME PORTFOLIO
AGGRESSIVE GROWTH PORTFOLIO
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SCHEDULE A
MUTUAL FUNDS SERVICE CO.
ADMINISTRATION SERVICES SUMMARY
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o If desired by each Portfolio, arranging for Directors, officers and
employees of MFSCo. to serve as directors, officers, agents of the
Portfolio if duly elected or appointed.
o Negotiation of contracts and fees with other independent contractors.
Monitor performance and xxxxxxxx of each Portfolio's custodian and other
independent contractors or agents.
o Preparing for review by each 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-SAR Semi-Annual Report for Regulated Investment Companies
(5) Proxy Statements
o Prepare requested supporting documents and summaries for meetings of
Directors and committees of Directors.
o Prospectus, New Account Application, miscellaneous forms, reports to
shareholders and Directors 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 each
Portfolio.
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