ADMINISTRATIVE SERVICES CONTRACT
AGREEMENT, made by and between SCM Portfolio Fund, Inc., a Georgia
Corporation, (hereinafter called "Fund") and SCM Associates Inc., a Georgia
Corporation, (hereinafter called "Administrator").
WITNESSETH:
WHEREAS, the Fund is engaged in the business of investing and reinvesting
its assets and properties in various stocks and securities and the Administrator
engages in the business of providing investment company administrative services.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Administrator to render administrative
services to the Fund subject to the supervision and direction of the Board of
Directors of the Fund. The Administrator hereby accepts such employment and
agrees, during the period of this agreement, to render the services and assume
the obligations set forth for the compensation provided. The Administrator
shall, for all purposes, herein, be deemed to be an independent contractor, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way, or in any way be deemed to be an agent
of the Fund.
2. The Administrator shall provide for the Fund the services of fund
accounting, calculating the daily net asset value, filing reports, providing
information for preparation of state and federal tax returns, and providing
various services to the shareholders of the Fund.
3. As compensation for the services to be rendered to the Fund by the
Administrator under the provisions of this Agreement, the Fund shall pay to the
Administrator monthly a fee equal to one-twelfth of twenty-five one hundredths
of one per cent per month (the equivalent of .25 of one per cent per annum), of
the daily average net assets of the Fund during the month.
4. The Fund shall bear expenses and salaries necessary and incidental to
the conduct of its business, including but not in limitation of the foregoing,
the expenses incurred for annual meetings and reports thereof to shareholders,
bonds and insurance, taxes, registration fees, custodian and transfer agent
fees, legal and audit fees, and any out of
pocket expenses such as but not limited to supplies, printing, and postage.
5. This Agreement may be terminated at any time upon 60 days' prior written
notice without payment of any penalty by the Fund's Board of Directors or by
vote of a majority of the outstanding voting securities of the Fund. Upon the
termination of this Agreement the obligation of all parties shall cease and
terminate as of the date of such termination except for any obligation to
respond for breach of this Agreement committed prior to such termination and
except for the obligation of the Fund to pay the fee provided herein prorated to
the date of termination.
6. It is expressly understood and agreed that the services to be rendered
by the Administrator to the Fund under the provisions of this Agreement are not
to be deemed to be exclusive, and the Administrator shall be free to render
similar or different services to others as long as its ability to render the
services provided for in this Agreement shall not be impaired thereby.
7. This Agreement shall continue in effect until the 23nd of January, 1998.
IN WITNESS WHEREOF, the parties have duly caused this Agreement to be
signed by their respective authorized officers on the 15th day of January, 1997.
SCM PORTFOLIO FUND, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. XxXxxxxxxx
President
SCM ASSOCIATES, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. XxXxxxxxxx
President
