EXHIBIT 9(b)
FORM OF FUND ADMINISTRATION SERVICING AGREEMENT BETWEEN
THE XXX XXXXXXX TRUST AND FIRSTART TRUST COMPANY
FORM OF
FUND ADMINISTRATION SERVICING AGREEMENT
This Agreement is made and entered into on this _______ day of _______, 1996, by
and between The Holland Trust, a Delaware Business Trust organized as series
company currently consisting of one series, the Growth Fund (hereinafter
referred to as the "Trust") and Firstar Trust Company, a corporation organized
under the laws of the State of Wisconsin (hereinafter referred to as "FTC").
WHEREAS, The Trust is an opened-ended management investment company which is
registered under the Investment Company Act of 1940;
WHEREAS, FTC is a trust company and, among other things, is in the business of
providing fund administration services for the benefit of its customers;
NOW, THEREFORE, the Trust and FTC do mutually promise and agree as follows:
I. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints FTC as Administrator of the Trust on the terms
and conditions set froth in this Agreement, and FTC hereby accepts such
appointment and agrees to perform the services and duties set forth in
this Agreement in consideration of the compensation provided for herein.
II. DUTIES AND RESPONSIBILITIES OF FTC
A. General Trust Management
1. Act as liaison among all fund service providers.
2. Coordinate board communications by:
a. Assisting fund counsel in establishing meeting agendas
b. Preparing board reports based on financial and administrative
data
c. Evaluating independent auditor
d. Securing and monitoring fidelity bond and director and
officers liability coverage, and making the necessary SEC
filings relating thereto
3. Audits
a. Prepare appropriate schedules and assist independent
auditors
b. Provide information to SEC and facilitate audit process
c. Provide office facilities
4. Assist in overall operations of the Trust.
B. Compliance
1. Regulatory Compliance
a. Periodically monitor compliance with Investment Company Act
of 1940 requirements
1) Asset diversification test
2) Total return and SEC yield calculations
3) Maintenance of books and records under Rule 31a-3
4) Code of ethics
b. Periodically monitor Trust's compliance with the policies
and investment limitations of the Trust as set forth in its
prospectus and statement of additional information.
2. Blue Sky Compliance
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings relating
to the registration of the securities of the Trust so as to
enable the Trust to make a continuous offering of its
shares
b. Monitor status and maintain registrations in each state
3. SEC Registration and Reporting
a. Assisting Trust's counsel in updating prospectus and
statement of additional information; and in preparing proxy
statements, and Rule 24-f-2 notice,
b. Annual and semiannual reports
4. IRS Compliance
a. Periodically monitor Trust's status as a regulated
investment company under Subchapter M through review of the
following:
1) Asset diversification requirements
2) Qualifying income requirements
3) Distribution requirements
b. Monitor short short testing
c. Calculate required distributions (including excise tax
distributions)
5. Financial Reporting
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6. Provide financial data required by fund prospectus and statement
of additional information
7. Prepare financial reports for shareholders, the board, the SEC,
and independent auditors
8. Supervisor the Trust's Custodian and Fund Accountants in the
maintenance of the Trust's general ledger and in the preparation
of the Trust's financial statements including oversight of
expense accruals and payments, of the determination of net asset
value of the Trust's net assets and of the Trust's shares, and
of the declaration and payment of dividends and other
distributions to shareholders.
C. Tax Reporting
1. Prepare and file on a timely basis appropriate federal and state
tax returns including forms 1120/8610 with any necessary
schedules
2. Prepare state income breakdowns where relevant
3. File 1099 Miscellaneous for payments to directors and other
service providers
4. Monitor wash losses
5. Calculate eligible dividend income for corporate shareholders
III. COMPENSATION
Trust agrees to pay FTC for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in the
attached Schedule A. If the Trust terminates this Agreement prior to the
second anniversary of this Agreement, the Trust agrees to reimburse FTC
for the difference between the standard fee schedule and the discounted
fee schedule agreed to between the parties.
These fees may be changed form time to time, subject to mutual written
Agreement between the Trust and FTC.
The Trust agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.
VI. ADDITIONAL SERIES
In the event that The Holland Trust, a Delaware Business Trust organized
as a series company currently consisting of one series, the Growth Fund
establishes one or more
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series of shares with respect to which it desires to have FTC render
funds administration services, under the terms hereof, it shall so notify
FTC in writing, and if FTC agrees in writing to provide such services,
such series will be subject to the terms and conditions of this
Agreement, and shall be maintained and accounted for by FTC on a discrete
basis. The funds currently covered by this Agreement are: The Growth
Fund.
V. PERFORMANCE OF SERVICE; LIMITATIONS OF LIABILITY
A. FTC shall exercise reasonable care in the performance of its
duties under this Agreement. FTC shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in
connection with matters to which this Agreement relates, including losses
resulting form mechanical breakdowns or the failure of communication or
power supplies beyond FTC's controls, except a loss resulting from FTC's
refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence, or willful misconduct on its part on its the
performance of its duties under this Agreement. Notwithstanding any
other provision of this Agreement, the Trust shall indemnify and hold
harmless FTC from and against any and all claims, demands, losses,
expenses, and liabilities (whether with or without basis in fact or law)
of any and every nature (including reasonable attorney's fees) which FTC
may sustain or incur or which may be asserted against FTC by any person
arising out of any action taken or omitted to be taken by it in
performing the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction
provided to FTC by any duly authorized officer of the Trust, such duly
authorized officer to be included in a list of authorized officer
furnished to FTC and as amended from time to time in writing by
resolution of the Board of Directors of the Trust.
In the event of a mechanical breakdown or failure of communication
or power supplies beyond its control, FTC shall take all reasonable steps
to minimize service interruptions for any period that such interruption
continues beyond FTC's control. FTC will make every reasonable effort
to restore any lost or damaged data and correct any errors resulting from
such a breakdown at the expense of FTC. FTC agrees that it shall, at all
times, have reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data processing
equipment to the extent appropriate equipment is available.
Representatives of the Trust shall be entitled to inspect FTC's premises
and operating capabilities at any time during regular business hours of
FTC, upon reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the Trust may
be asked to indemnify or hold FTC harmless, the Trust shall be fully and
promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that FTC will use all
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reasonable care to notify the Trust promptly concerning any situation
which presents or appears likely to present the probability of such a
claim for indemnification against the Trust. The Trust shall have the
option to defend FTC against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it will so
notify FTC and thereupon the Trust shall take over complete defense of
the claim's and FTC shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
section. FTC shall in no case confess any claim or make any compromise
in any case in which the Trust will be asked to indemnify FTC except with
the Trust's prior written consent.
C. FTC shall indemnify and hold the Trust harmless form and against
any and all claims, demands, losses, expenses, and liabilities (whether
with or without basis in fact or law) of any and every nature (including
reasonable attorneys' fees) which may be asserted against the Trust by
any person arising out of any action taken or omitted to be taken by FTC
as a result of FTC's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct.
VI. CONFIDENTIALITY
FTC shall handle, in confidence, all information relating to the Trust's
business which is received by FTC during the course of rendering any
service hereunder.
VII. DATA NECESSARY TO PERFORM SERVICE
The Trust or its agent, which may be FTC, shall furnish to FTC the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon.
VIII. TERMS OF AGREEMENT
This Agreement shall become effective as of the date hereof and, unless
sooner terminated as provided herein, shall continue automatically in
effect for successive annual periods. The Agreement may be terminated by
either party upon giving ninety (90) days prior written notice to the
other party or such shorter period as is mutually agreed upon by the
parties.
IX. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor or any
FTC's duties or responsibilities hereunder is designated by the Trust by
written notice FTC, FTC will promptly, upon such termination and at the
expense of the Trust, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by FTC
under this Agreement in a form reasonably accepted to the Trust (if such
form differs from the from in which FTC has maintained, the Trust shall
pay any expenses associated with transferring the data to such form), and
will cooperate in
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the transfer of such duties and responsibilities, including provision for
assistance form FTC's personnel in the establishment of books, records,
and other data by such successor.
X. CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin.
XI. NOTICES
Notices of any kind to be given by either party to the other party shall
be in writing and shall be duly given if mailed or delivered as follows:
Notice to FTC shall be sent to Xxx Xxxxxxxxx, 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000, and notice to Trust shall be sent to The
Holland Trust, Suite 3260, 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000.
XII. RECORDS
FTC shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Trust but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the Investment Company Act of 1940 as amended
(the "Investment Company Act"), and the rules thereunder. FTC agrees
that all such records prepared or maintained by FTC relating to the
services to be performed by FTC hereunder are the property of the Trust
and will be preserved, maintained, and made available with such section
and rules of the Investment Company Act and will be promptly surrendered
to the Trust on an in accordance with its request.
THE HOLLAND TRUST FIRSTAR TRUST COMPANY
By: By:
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Attest: Attest:
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