ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of April 12, 2000 and amended as of September 17, 2001,
between Industry Leaders Fund, Inc. (the "Trust"), a Delaware business trust,
and Claremont Investment Partners, LLC (the "Administrator"), a Delaware limited
liability company.
WHEREAS, the Trust has been organized to operate as an open-end management
investment company registered under the Investment Company Act of 1940 (the
"Act"); and
WHEREAS, the Trust wishes to avail itself of the information, advice,
assistance and facilities of the Administrator to perform on behalf of the Trust
the services as hereinafter described; and
WHEREAS, the Administrator wishes to provide such services to the Trust
under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and the Administrator agree as follows:
1. Employment. The Trust, being duly authorized, hereby employs the
Administrator to perform those services described in this Agreement. The
Administrator shall perform the obligations thereof upon the terms and
conditions hereinafter set forth. Any administrative services undertaken by the
Administrator pursuant to this Agreement, as well as any other activities
undertaken by the Administrator on behalf of the Trust pursuant hereto, shall at
all times be subject to any directives of the Board of Trustees of the Trust.
2. Trust Administration. The Administrator shall give the Trust the
benefit of its best judgment, efforts and facilities in rendering its services
as administrator. The Administrator shall at all times conform to: (i) all
applicable provisions of the Act and any rules and regulations adopted
thereunder, (ii) the provisions of the Registration Statement of the Trust under
the Securities Act of 1933 and the Act as amended from time to time, (iii) the
provisions of the Agreement and Declaration of Trust and the By-Laws of the
Trust, and (iv) any other applicable provisions of state and federal law.
Subject to the direction and control of the Trust, the Administrator
shall supervise the Trust's business affairs not otherwise supervised by other
agents of the Trust. To the extent not otherwise the primary responsibility of,
or provided by, other parties under agreement with the Trust, the Administrator
shall supply (i) non-investment related statistical and research data, (ii)
internal regulatory compliance services, and (iii) executive and administrative
services. The Administrator shall supervise the preparation of (i) tax returns,
(ii) reports to shareholders of the Trust, (iii) reports to and filings with the
Securities and Exchange Commission, state securities commissions and Blue Sky
authorities including preliminary and definitive proxy materials and
post-effective amendments to the Trust's registration statement, and (iv)
necessary materials for meetings of the Trust's Board of Trustees. The
Administrator shall provide personnel to serve as officers of the Trust if so
elected by the Board of Trustees; provided, however, that the Trust shall
reimburse the Administrator for the expenses incurred by such personnel in
attending Board of Trustees' meetings and shareholders' meetings of the Trust.
Executive and administrative services include, but are not limited to, the
coordination of all third parties furnishing services to the Trust, review of
the books and records of the Trust maintained by such third parties, and the
review and submission to the officers of the Trust for their approval, of
invoices or other requests for payment of Trust expenses; and such other action
with respect to the Trust as may be necessary in the opinion of the
Administrator to perform its duties hereunder.
3. Record Keeping and Other Information. The Administrator shall create
and maintain all necessary records in accordance with all applicable laws, rules
and regulations, including but not limited to records required by Section 31(a)
of the Investment Company Act of 1940 and the rules thereunder, as the same may
be amended from time to time, pertaining to the various functions performed by
it and not otherwise created and maintained by another party pursuant to
contract with the Trust. Where applicable, such records shall be maintained by
the Administrator for the periods and in the places required by Rule 31a-2 under
the Investment Company Act of 1940.
4. Audit, Inspection and Visitation. The Administrator shall make
available to the Trust during regular business hours all records and other data
created and maintained pursuant to the foregoing provisions of this Agreement
for reasonable audit and inspection by the Trust or any regulatory agency having
authority over the Trust.
5. Compensation. For the performance of the Administrator's obligations
under this Agreement, Claremont Investment Partners will be compensated as set
forth on Exhibit A. Such compensation shall be calculated and accrued daily, and
paid to the Administrator monthly. The Administrator shall not be required to
reimburse the Trust or the Trust's investment adviser for (or have deducted from
its fees) any expenses in excess of expense limitations imposed by certain state
securities commissions having jurisdiction over the Trust.
6. Limitation of Liability. Administrator may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be required by the Act or the rules thereunder, neither Administrator nor its
shareholders, officers, directors, employees, agents, control persons or
affiliates of any thereof (collectively, the "Administrator's Employees") shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission in connection with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of the duties of
Administrator under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Administrator under this
Agreement. Any person, even though also a director, officer, employee,
shareholder or agent of the Administrator, who may be or become an officer,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with the Administrator's duties hereunder),
to be rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder or agent, or one under the control or
direction of the Administrator, even though paid by it.
7. Indemnification of Administrator. Subject to and except as otherwise
provided in the Securities Act of 1933, as amended, and the Act, the Trust shall
indemnify Administrator and each of Administrator's Employees (hereinafter
collectively referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been threatened, while
serving as the administrator for the Trust or as one of Administrator's
Employees, or, thereafter, by reason of being or having been the administrator
for the Trust or one of Administrator's Employees, including but not limited to
liabilities arising due to any misrepresentation or misstatement in the Trust's
prospectus, other regulatory filings, and amendments thereto, or in other
documents originating from the Trust. In no case shall a Covered Person be
indemnified against any liability to which such Covered Person would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties of such Covered Person.
8. Services for Others. Nothing in this Agreement shall prevent the
Administrator or any affiliated person of the Administrator from providing
services for any other person, firm or corporation, including other investment
companies; provided, however, that the Administrator expressly represents that
it will undertake no activities which, in its judgment, will adversely affect
the performance of its obligations to the Trust under this Agreement.
9. Compliance with the Act. The parties hereto acknowledge and agree that
nothing contained herein shall be construed to require the Administrator to
perform any services for any series of the Trust which services could cause the
Administrator to be deemed an "investment adviser" of the Series within the
meaning of Section 2(a)(20) of the Act or to supersede or contravene the
Prospectus or Statement of Additional Information of any series of the Trust or
any provisions of the Act and the rules thereunder.
10. Renewal and Termination. This Agreement shall become effective on the
date first above written and shall remain in force for a period of one (1) year
from such date, and thereafter shall be renewed automatically for successive
three year terms, unless written notice not to renew is given by the
non-renewing party to the other party at least sixty days prior to the
expiration of the current term. In the event of a material breach of this
Agreement by either
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party, the non-breaching party shall notify the breaching party in writing of
such breach and upon receipt of such notice , the breaching party shall have 45
days to remedy the breach or the nonbreaching party may immediately terminate
this Agreement. This agreement shall be approved at least annually by the vote
of a majority of the Trustees who are not interested persons of the Trust or the
Administrator, cast in person at a meeting called for the purpose of voting on
such approval and by a vote of the Board of Trustees or of a majority of the
Trust's outstanding voting securities. Upon the termination of this Agreement,
the Trust shall pay the Administrator such compensation as may be payable for
the period prior to the effective date of such termination.
11. The Trust. The term " Funds" means and refers to the Trustees from
time to time serving under the Trust's Agreement and Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto may be, amended.
It is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agent or
employees of the Trust, personally, but bind only the trust property of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust.
12. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Such
notice shall be effective upon confirmed receipt by the other party. Until
further notice to the other party, it is agreed that the address of the Trust
for this purpose shall be 000 Xxxxxx Xxxxxx, Xxx 00, Xxxxxx, Xxx Xxxxxx
00000-0000, and that the address of the Administrator for this purpose shall be
000 Xxxxxx Xxxxxx, Xxx 000, Xxxxxx, Xxx Xxxxxx 00000-0000.
13. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement constitutes the entire understanding between the parties
hereto relating to the subject matter hereof, superseding all negotiations,
prior discussions, preliminary agreements and agreements relating to the subject
matter hereof made prior to the date hereof. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of
Delaware. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. Except as otherwise specified
herein, the invalidity or unenforceability of any term or terms of this
Agreement shall not invalidate, make unenforceable or otherwise affect any other
term of this Agreement which shall remain in full force and effect. Every
contract, instrument, certificate or undertaking made or issued by the Trustees
or by any officers or officer shall give notice (a) that this document was
executed or made on behalf of the Trust or by them as Trustees or as officers
and not by them individually, and (b) that the obligations of such instrument
are not binding upon any of them or the Shareholders individually, but are
binding only upon the assets and property of the Trust. Omission of such notice
shall not operate to bind any Trustee, officer or Shareholder individually.
14. Execution and Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
Industry Leaders Fund, Inc.
By:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
Claremont Investment Partners, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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EXHIBIT A
Share Class Fee
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D 0.40% of average daily net assets
I 0.40% of average daily net assets
L 0.10% of average daily net assets
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