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ADMINISTRATION AGREEMENT
BETWEEN
BJB INVESTMENT FUNDS
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of January 30, 1995
by and between BJB INVESTMENT FUNDS, a business trust (the
"Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts
trust company ("Investors Bank").
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") consisting of two separate portfolios;
and
WHEREAS, the Fund desires to retain Investors Bank to render
certain administrative services to the Fund and Investors Bank
is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein
set forth, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Investors Bank to
act as Administrator of the Fund on the terms set forth in this
Agreement. Investors Bank accepts such appointment and agrees
to render the services herein set forth for the compensation
herein provided.
2. Delivery of Documents. The Fund has furnished Investors
Bank with copies properly certified or authenticated of each of
the following:
(a) Resolutions of the Fund's Board of Trustees authorizing
the appointment of Investors Bank to provide certain
administrative services to the Fund and approving this Agreement;
(b) The Fund's Declaration of Trust filed with the state of
Massachusetts on September 16, 1993 and all amendments thereto
(the "Declaration");
(c) The Fund's by-laws and all amendments thereto (the
"By-Laws");
(d) The Fund's agreements with all service providers which
include any investment advisory agreements, sub-investment
advisory agreements, custody agreements, distribution agreements
and transfer agency agreements (collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A
(the "Registration Statement") under the Securities Act of 1933
and under the 1940 Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of
additional information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for Investors Bank
in the proper performance of its duties hereunder.
The Fund will immediately furnish Investors Bank with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing. Furthermore, the Fund will notify
Investors Bank as soon as possible of any matter materially
affecting the performance of Investors Bank of its services
under this Agreement.
3. Duties of Administrator. Subject to the supervision and
direction of the Board of Trustees of the Fund, Investors Bank,
as Administrator, will assist in supervising various aspects of
the Fund's administrative operations and undertakes to perform
the following specific services:
(a) Maintaining office facilities (which may be in the offices
of Investors Bank or a corporate affiliate);
(b) Furnishing internal executive and administrative
services and clerical services;
(c) Furnishing corporate secretarial services including
preparation and distribution of materials for Board of Trustees
meetings;
(d) Accumulating information for and, subject to approval by
the Fund's treasurer and legal counsel, coordination of the
preparation, filing, printing and dissemination of reports to
the Fund's shareholders of record and the SEC including, but not
necessarily limited to, post-effective amendments to the Fund's
registration statement, annual reports, semiannual reports, Form
N-SAR, 24f-2 notices and proxy material;
(e) Participating in the preparation and filing of various
reports or other documents required by federal, state and other
applicable laws and regulations, other than those filed or
required to be filed by the Fund's investment adviser or
transfer agent;
(f) Coordinating the preparation and filing of the Fund's tax
returns;
(g) Other services as may be detailed as an appendix to this
Agreement.
In performing all services under this Agreement, Investors Bank
shall act in conformity with Fund's Declaration and By-Laws and
the 1940 Act, as the same may be amended from time to time; and
the investment objectives, investment policies and other
practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time.
Notwithstanding any item discussed herein, Investors Bank has no
discretion over the Fund's assets or choice of investments and
cannot be held liable for any problem relating to such
investments.
4. Fees and Expenses.
(a) For the services to be rendered and the facilities to be
furnished by Investors Bank, as provided for in this Agreement,
the Fund will compensate Investors Bank in accordance with the
fee schedule attached hereto. Such fees do not include
out-of-pocket disbursements (as delineated on the fee schedule
or other expenses with the prior approval of the Fund's
management) of the Administrator for which the Administrator
shall be entitled to xxxx separately.
(b) Investors Bank shall not be required to pay any expenses
incurred by the Fund.
5. Limitation of Liability.
(a) Investors Bank, its directors, officers, employees and
agents shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with
the performance of its obligations and duties under this
Agreement, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of such obligations
and duties, or by reason of its reckless disregard thereof. The
Fund will indemnify Investors Bank, its directors, officers,
employees and agents against and hold it and them harmless from
any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from
any claim, demand, action or suit not resulting from the willful
misfeasance, bad faith or gross negligence of Investors Bank in
the performance of such obligations and duties or by reason of
its reckless disregard thereof.
(b) Investors Bank may apply to the Fund at any time for
instructions and may consult counsel for the Fund, or its own
counsel, and with accountants and other experts with respect to
any matter arising in connection with its duties hereunder, and
Investors Bank shall not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such
instruction, or with the opinion of such counsel, accountants,
or other experts. Investors Bank shall be protected in acting
upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the
proper person or persons. Investors Bank shall not be held to
have notice of any change of authority of any officers,
employees, or agents of the Fund until receipt of written notice
thereof has been received from the Fund.
(c) This Agreement has been executed on behalf of the Fund by
the undersigned officer of the Fund solely in such officer's
capacity as an officer of the Fund. The obligations of this
Agreement shall be binding on the assets and property of the
Fund only and shall not be binding upon any Trustee, officer or
shareholder of the Fund individually.
6. Termination of Agreement.
(a) This Agreement shall become effective on the date hereof
and shall remain in force unless terminated pursuant to the
provisions of subsection (b) of this Section 6, provided
however that Section 5 shall survive the termination of the
Agreement.
(b) This Agreement may be terminated at any time without
payment of any penalty, upon 60 days written notice, by vote of
the holders of a majority of the outstanding voting securities
of the Fund, or by vote of a majority of the Board of Trustees
of the Fund, or by Investors Bank.
7. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or Investors
Bank shall be sufficiently given if addressed to that party and
received by it at its office set forth below or at such other
place as it may from time to time designate in writing.
To the Fund: BJB Investment Series
c/o Bank Xxxxxx Xxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
To Investors Bank: Investors Bank & Trust Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and
which collectively shall be deemed to constitute only one
instrument.
(e) The captions of 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.
8. Confidentiality. All books, records, information and
data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except
as may be required in the performance of duties hereunder or as
otherwise required by law.
9. Use of Name. The Fund shall not use the name of Investors
Bank or any of its affiliates in any prospectus, sales
literature or other material relating to the Fund in a manner
not approved by Investors Bank prior thereto in writing;
provided however, that the approval of Investors Bank shall not
be required for any use of its name which merely refers in
accurate and factual terms to its appointment hereunder or which
is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory,
governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and delivered by their duly
authorized officers as of the date first written above.
BJB Investment Funds
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: CFO
ATTEST:
/s/ Xxxxxx Xxxxxxx
-------------------------
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
ATTEST:
-------------------------
Date:
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