ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made as of this 9th day of November, 2001
by and between SUMMIT MUTUAL FUNDS, INC. ("Fund"), a Maryland
corporation, and SUMMIT INVESTMENT PARTNERS, INC. ("Adviser"), an
Ohio corporation.
WHEREAS, the Fund and the Adviser wish to enter into an
Agreement setting forth the terms upon which the Adviser will
perform certain administrative services for the Fund;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties agree to the
following:
(1) The Fund hereby employs the Adviser to perform certain
administrative services for the Fund herein set forth, subject to
the control and direction of the board of directors of the Fund,
for the period and on the terms herein set forth. The Adviser
hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set
forth for the compensation herein provided. The Adviser shall
for all purposes herein be deemed to be an independent contractor
and shall, except as expressly provided or authorized, have no
authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
(2) The Adviser shall furnish at its own expense or pay the
expenses of the Fund for the following:
(a) office space in the offices of the Adviser, or in such
other place as may be agreed upon from time to time, and all
necessary office facilities and equipment;
(b) necessary executive and other personnel for managing the
affairs of the Fund, including personnel for the performance
of clerical, accounting and other office functions
(exclusive of those related to and to be performed under
contract for custodial, bookkeeping, transfer and dividend
disbursing agency services by the bank or other service
supplier selected to perform such services); and
(c) all information and services, other than services of
outside counsel or independent auditors, required in
connection with the preparation of registration statements
and prospectuses including amendments and revisions thereto,
all annual, semi-annual periodic reports, and notices and
proxy solicitation material furnished to shareholders of
the Fund or regulatory authorities.
The services to be provided by the Adviser pursuant to this
paragraph (2) include those services
described in Attachment A.
(3) Nothing in paragraph (2) above shall require the Adviser to
bear or to reimburse the Fund for:
(a) any of the costs of printing or mailing the items
referred to in (2)(c);
(b) compensation of the directors of the Fund who are not
directors, officers or employees of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the custodian appointed by
the Fund for custodial services;
(e) the charges and expenses of the independent accountants
retained by the Fund;
(f) the charges and expenses of any transfer, bookkeeping
and dividend disbursing agents appointed by the Fund;
(g) broker's commission and issue and transfer taxes
chargeable to the Fund in connection with securities
transactions to which the Fund is a party;
(h) taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies;
(i) the cost of stock certificates, if any, representing
shares of the Fund;
(j) legal fees and expenses in connection with the affairs
of the Fund, including registering and qualifying its shares
with regulatory authorities;
(k) association membership dues;
(l) insurance premiums for fidelity and other coverage;
(m) expenses of shareholder and directors meetings.
(4) The services of the Adviser to the Fund are not to be deemed
exclusive and the Adviser shall be free to render similar
services to others so long as the services hereunder are not
impaired or interfered with thereby.
(5) The Fund shall pay the Adviser as full compensation for all
facilities and services furnished hereunder a fee computed
separately for each portfolio of the Fund at an annual rate, as
follows: .10% of the current value of the net assets of each
portfolio; provided, however, that the Adviser agrees to reduce
its fee for the period November 9, 2001 through November 8, 2002
by .05% for the S&P 500 Index Fund, S&P MidCap 400 Index Fund,
Nasdaq-100 Index Fund, Xxxxxxx 2000 Small Cap Index Fund,
Balanced Index Fund, Xxxxxx Aggregate Bond Index Fund, EAFE
International Index Fund, Total Social Impact Fund, S&P 500 Index
Portfolio, S&P MidCap 400 Index Portfolio, Nasdaq-100 Index
Portfolio, Xxxxxxx 2000 Small Cap Index Portfolio, Balanced Index
Portfolio and Money Market Fund. The Adviser may not revise or
cancel these waivers during this one-year period. Furthermore,
the Adviser agrees to limit its fee for the Bond Portfolio to the
extent that such fee causes the total expense ratio of the
portfolio to exceed .75%.
(6) It is understood that:
(a) directors, officers, agents and stockholders of the Fund
are or may be interested in the Adviser as directors,
officers, stockholders or otherwise;
(b) directors, officers, agents and stockholders of the
Adviser are or may be interested in the Fund as directors,
officers, stockholders or otherwise;
(c) the Adviser may be interested in the Fund; and
(d) the existence of any such interest will not affect the
validity hereof or of any transaction hereunder except as
otherwise provided in the Articles of Incorporation of the
Fund or the Adviser respectively or by specific provision of
applicable law.
(7) Neither the Adviser nor any of its directors, officers or
employees, nor any persons performing administrative service
functions shall be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates except for losses
resulting from willful misfeasance, bad faith or gross negligence
in the performance of it or his duties on behalf of the Fund or
from reckless disregard by the Adviser or any such person of the
Adviser's duties under this Agreement.
(8) This Agreement shall continue in effect from year to year
hereafter, only so long as such continuation is specifically
approved, at least annually, by either the board of directors of
the Fund or by a vote of the majority of the outstanding voting
securities of each portfolio of the Fund. In either event,
however, such continuation shall also be approved by a vote of a
majority of the directors who are not interested persons of the
Fund, as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended, cast by them in person at a meeting
called for the purpose of voting on such continuation.
Notwithstanding the foregoing provisions of this paragraph (8) to
the contrary:
(a) This Agreement may be terminated at any time without the
payment of any penalty on 60 days' notice to the Adviser,
either by a vote of the board of directors of the Fund or by
vote of a majority of the outstanding voting securities of
any portfolio of the Fund.
(b) This Agreement shall immediately terminate in the event
of its assignment (as that term is defined in the Investment
Company Act of 1940, as amended).
(c) This Agreement may be terminated by the Adviser on sixty
days' written notice to the Fund.
(9) Any notice under this Agreement shall be in writing,
addressed and delivered or mailed postage pre-paid to the other
party at such address as such other party may designate for the
receipt of such notice. Until further notice to the other party,
it is agreed that the address of the Fund and that of the Adviser
for this purpose shall be 000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx,
Xxxx 00000.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed in duplicate on the date first above
written.
Summit Mutual Funds, Inc. Summit Investment Partners, Inc.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxxxxxx
Vice President President
Attachment A
Fund Administrative Services
1) Management and Supervision of Fund Operations
a) Provide overall day-to-day Fund administrative management,
including coordination of investment advisory, custody,
transfer agent, distribution, and accounting and pricing
services.
b) Provide officers for the Fund, if desired.
c) Assist Fund management in obtaining fidelity bond and
directors and officers professional liability insurance
coverage.
d) Prepare and maintain Fund expense projections, and report
expense projections and variances to Fund management.
e) Authorize payment of expenses of the Fund
f) Assist with the layout and printing of shareholder
communications, including prospectuses and financial reports
to shareholders.
g) Act as liaison with the Fund's independent accountants,
custodian, outside counsel and the board of directors.
2) Board of Directors and Shareholders Meetings
a) Coordinate the scheduling of board of directors'
meetings and prepare materials for the meetings, including
agendas, minutes and reports, as appropriate.
b) Attend and participate in board of directors' meetings,
as appropriate.
c) Coordinate and attend shareholder meetings, including
preparation of minutes and tabulation of results.
3) Regulatory and Compliance
a) Preparation and filing of all federal and state
reports, with the assistance of outside counsel as
appropriate, including:
- Post-effective amendments under the Securities Act of 1933
and the Investment Company Act of 1940.
- Form N-SAR, the semi-annual report for registered
investment companies.
- Semi-annual and annual financial statements.
- Rule 24f-2 notice filing regarding sales of securities.
- Rule 17g-1 filing regarding fidelity bond coverage.
- Ongoing monitoring and filing of state blue sky
registrations.
b) Prepare, file and arrange for the mailing of reports to
shareholders, including prospectuses, proxies, financial
statements and other reports as required by law.
c) Maintain all books and records of the Fund as required
by federal and state law.
d) Establish and maintain procedures for compliance with
federal and state regulations and establish and implement
compliance procedures and controls for the investment
advisory operations.
e) Monitor compliance with the Fund's investment
limitations and restrictions, as outlined in the prospectus
and statement of additional information.
f) Supervise and coordinate materials, communications and
other matters in connection with compliance examinations of
the Fund by the SEC and other regulatory agencies.
