Exhibit 9(c)
FORM OF
ADMINISTRATION AGREEMENT
THE ADMINISTRATION AGREEMENT dated as of May 1, 1995 by and
between FIRST DATA INVESTOR SERVICES GROUP, INC., a Massachusetts
corporation ("FDISG") (then known as The Shareholder Services
Group, Inc.), and ST. CLAIR FUNDS, INC., a Maryland corporation
(the "Company"), is hereby amended and restated as of __________,
1997 to read in its entirety as follows:
WHEREAS, the Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company desires to retain FDISG to render
certain administrative services to the portfolios of the Company
listed on Schedule A attached hereto (which may be amended from
time to time by attaching to Schedule A a revised list of
portfolios, signed and dated by an authorized representative of
each party hereto) (each, a "Fund" and collectively, the "Funds")
and FDISG is willing to render such services,
WITNESSETH:
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Company hereby appoints FDISG to act as
Administrator of the Company on the terms set forth in this
Agreement. FDISG accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided for
in the Fee Schedule.
In the event that the Company establishes one or more
portfolios other than the Funds with respect to which the Company
decides to retain FDISG to act as administrator and accounting
services provider, the Company shall so notify FDISG in writing.
If FDISG is willing to render such services, FDISG shall notify
the Company in writing whereupon such portfolio shall be deemed to
be a Fund hereunder. Without limiting the foregoing, it is
understood that the Company will from time to time issue separate
series or classes of shares and may classify and reclassify shares
of any such series or class. FDISG shall identify to each such
series or class property belonging to such series or class and in
such reports, confirmations and notices to the Company called for
under this Agreement shall identify the series or class to which
such report, confirmation or notice pertains.
2. Delivery of Documents. The Company has furnished FDISG
with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Company's Board of Directors authorizing
the appointment of FDISG to provide administrative services to the
Company and approving this Agreement;
(b) The Company's Articles of Incorporation filed with the
Secretary of State of the state of Maryland on March 29, 1993 and
all amendments thereto (the "Charter"),
(c) The Company's By-Laws and all amendments thereto (the
"By-Laws");
(d) The Investment Advisory Agreement between Munder Capital
Management (the "Adviser") and the Company dated January 31, 1995;
(e) The Custody Agreement between Comerica Bank (the "Custodian")
and the Company dated June 13, 1994 (the "Custody Agreement");
(f) The Transfer Agency and Registrar Agreement between FDISG (the
"Transfer Agent") and the Company dated ____________, 1997;
(g) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on November 27, 1987 relating to the Company's
shares of beneficial interest, and all amendments thereto; and
(h) The Company's most recent prospectuses and statement of
additional information (together, the "Prospectus").
The Company will furnish FDISG from time to time with
copies, properly certified or authenticated, of all amendments of
or supplements to the foregoing. Furthermore, the Company will
provide FDISG with any other documents that FDISG may reasonably
request and will notify FDISG as soon as possible of any matter
materially affecting the performance by FDISG of its services
under this Agreement.
3. Duties as Administrator. Subject to the supervision and
direction of the Board of Directors of the Company, FDISG, as
Administrator, will use its best judgment in supervising various
aspects of the Company's administrative operations and undertakes
to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of
FDISG or a corporate affiliate);
(b) Furnishing statistical and research data, data processing
services, clerical services, internal legal, executive and
administrative services and stationery and office supplies in
connection with the foregoing;
(c) Furnishing corporate secretarial services including
preparation and distribution of materials for Board of Directors
meetings;
(d) Assisting in the preparation of the Company's Registration
Statement and any Pre-Effective and Post-Effective Amendments to
the Company's Registration Statement, Notices of Annual or Special
Meetings of Shareholders and Proxy materials relating to such
Meetings;
(e) Assisting in the determination of the jurisdictions in which
the Company's shares will be registered or qualified for sale and,
in connection therewith, shall be responsible for the initial
registration or qualification and the maintenance of such
registration or qualification of such shares for sale under the
securities laws of any state. Payment of share registration fees
and any fees for qualifying or continuing the qualification of any
Fund as a dealer or broker shall be made by that Fund;
(f) Providing the services of certain persons who may be appointed
as officers of the Company by the Company's Board of Directors;
(g) Providing legal advice and counsel to the Company with respect
to regulatory matters, including monitoring regulatory and
legislative developments which may affect the Company and
assisting in the strategic response to such developments,
counseling and assisting the Company in routine regulatory
examinations or investigations of the Company, and working closely
with outside counsel to the Company in response to any litigation
or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance
of such accounts, books and records of the Company as may be
required by Section 31(a) of the 1940 Act and the rules thereunder
and agrees that all records that it maintains for the Company are
the property of the Company and further agrees to surrender
promptly to the Company any such records at the Company's
request);
(i) Internal auditing and treasury services;
(j) Valuing the Company's assets and calculating the net asset
value of the shares of each Fund on each business day;
(k) Accumulating information for and, subject to approval by the
Company's Treasurer, preparing reports to the Company's
shareholders of record and the SEC including, but not necessarily
limited to, Annual and Semi-Annual Reports, Semi-Annual Reports on
Form N-SAR and Notices pursuant to Rule 24f-2;
(l) Reviewing and providing advice and counsel on all sales and
advertising materials prepared on behalf of the Company;
(m) Preparing, signing and filing the Company's tax returns;
(n) Assisting the Adviser, at its request, in monitoring and
developing compliance procedures for the Company which will
include, among other matters, procedures to assist them in
monitoring compliance with each Fund's investment objective,
policies, restrictions, tax matters and applicable laws and
regulations and performing certain monthly compliance tests; and
(o) Preparing and furnishing the Company (at the Company's
request) with performance information (including yield and total
return information) calculated in accordance with applicable U.S.
securities laws and reporting to external databases such
information as may reasonably be requested.
Without limiting the foregoing services, it is agreed that
FDISG will perform the following accounting functions on an
ongoing basis:
(a) Journalize each Fund's investment, capital share and income
and expense activities;
(b) Maintain individual ledgers for investment securities;
(c) Maintain historical tax lots for each security;
(d) Maintain financial records in accordance with the 1940 Act and
the Rules and Regulations thereunder;
(e) Reconcile on a daily basis cash and on a weekly basis
investment balances c)f the Company with the custodian:
(f) Post to and prepare each Fund's Statement of Assets and
Liabilities and Statement of Operations;
(g) Calculate various contractual expenses (e.g., advisory and
administration, transfer agency and custody fees):
(h) Monitor the expense accruals and notify Company management of
any proposed adjustments;
(i) Control all disbursements from the Company and authorize such
disbursements upon proper instructions;
(j) Calculate capital gains and losses;
(k) Determine each Fund's net income;
(l) Obtain security market quotes from independent pricing
services approved by the Adviser and the Company's Board of
Directors, or if such quotes are unavailable, then obtain such
prices from the Adviser, and in either case calculate the market
value of each Fund's investments;
(m) Transmit or mail a copy of the daily portfolio valuation to
the Adviser, if requested;
(n) Compute the net asset value of each Fund;
(o) Compute the Fund's yields, total return, expense ratios,
portfolio turnover rate, and portfolio average dollar-weighted
maturity;
(p) Xxxx securities to market based upon quotes furnished by the
Adviser, an independent pricing agent approved by the Company's
Board of Directors or based upon values derived from yield data
relating to classes of instruments obtained from reputable
sources, provided that any pricing system based on yield data for
selected instruments must be based upon market quotations for
sufficient numbers and types of instruments to be a representative
sample of each class of instrument held by each Fund, as
applicable, both in terms of the types of instruments as well as
the differing quality of instruments;
(q) Assist in monitoring compliance and assist in the development
of compliance procedures for each Fund which will include, among
other matters, monitoring compliance with each Fund's investment
objectives, policies, restrictions, tax matters and applicable
laws and regulations;
(r) As appropriate, transmit to the Custodian instructions
received from the Adviser;
(s) Prepare semi-annual financial statements for each Fund, which
will include but not be limited to, the following items (the form
and content of such statements shall be in accordance with
generally accepted accounting principles):
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement, if applicable;
(t) Prepare monthly broker security transactions summaries;
(u) Prepare monthly security transaction listings;
(v) Supply various Company statistical date as reasonably
requested on an ongoing basis;
(w) Keep all books and records with respect to the Company's books
of account;
(x) Keep records of the Company's securities transactions,
portfolio valuations and securities positions; and
(y) Act as liaison with the Company's independent public
accountants and provide account analyses, fiscal year summaries,
and other audit related schedules. FDISG will take all reasonable
action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to such
accountants for the expression of their opinions, as such may be
required by the Company from time to time.
In performing its duties as Administrator of the Company,
FDISG (a) will act in accordance with the Articles of
Incorporation, By-Laws, Prospectus and with the instructions and
directions of the Board of Directors of the Company and will
conform to and comply with the requirements of the 1940 Act and
all other applicable federal or state laws and regulations and (b)
will consult with legal counsel to the Company, as necessary and
appropriate.
4. Allocation of Expenses. FDISG shall bear all expenses in
connection with the performance of its services under this
Agreement.
(a) FDISG will from time to time employ or associate with itself
such person or persons as FDISG may believe to be particularly
suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are
employed by both FDISG and the Company. The compensation of such
person or persons shall be paid by FDISG and no obligation shall
be incurred on behalf of the Company in such respect.
(b) FDISG shall not be required to pay any of the following
expenses incurred by the Company: membership dues in the
Investment Company Institute or any similar organization;
investment advisory expenses; costs of printing and mailing stock
certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Directors
of the Company who are not affiliated with FDISG; outside auditing
expenses; outside legal expenses; or other expenses not specified
in this Section 4 which may be properly payable by the Company.
(c) For the services to be rendered, the facilities to be
furnished and the payments to be made to FDISG, as provided for in
this Agreement, the Company shall compensate FDISG for its
services rendered pursuant to this Agreement in accordance with
the fees set forth in the Fee Schedule, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket
disbursements of FDISG for which FDISG will be entitled to xxxx
separately. Out-of-pocket disbursements shall include, but shall
not be limited to, the items specified in Schedule B annexed
hereto and incorporated herein, which schedule may be modified by
mutual consent of the parties hereto.
(d) FDISG will xxxx the Company as soon as practicable after the
end of each calendar month, and said xxxxxxxx will be detailed in
accordance with the out-of-pocket schedule. The Company will
promptly pay to FDISG the amount of such billing.
5. Limitation of Liability. FDISG shall not be liable for any
error of judgment or mistake of law or for any loss suffered by
the Company in connection with the performance of its obligations
and duties under this Agreement, except a loss resulting from
FDISG's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its
reckless disregard of its obligations and duties under this
Agreement. The Company will indemnify FDISG against and hold it
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 in the
performance of such obligations and duties or by reason of its
reckless disregard thereof FDISG will indemnify the Company
against and hold it 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, based on FDISG's willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties or by
reason its reckless disregard thereof
6. Consequential Damages. In no event and under no circumstances
shall either party under this Agreement be liable to the other
party for consequential or indirect loss of profits, reputation or
business or any special damages under any provision of this
Agreement or for any act or failure to act hereunder.
7. Termination of Agreement.
(a) This Agreement shall become effective on the date hereof and
shall remain in force from year to year unless terminated pursuant
to the provision of sub-section (b) of this Section 7.
(b) This Agreement may be terminated with respect to any Fund 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 such Fund, or by vote of a majority of the
Board of Directors of the Company, or by FDISG.
(c) Section 10 shall survive the termination of this Agreement.
(d) In the event of equipment failures beyond FDISG's control,
FDISG shall, at no additional expense to the Company, take
reasonable steps to minimize service interruptions but shall have
no liability with respect thereto. The foregoing obligation shall
not extend to computer terminals located outside of premises
maintained by FDISG. FDISG shall enter into and shall maintain in
effect with appropriate parties one or more agreements making
reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is
available.
8. Amendment to this Agreement. No provision of this Agreement
may be changed, discharged or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought.
9. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or FDISG shall be
sufficiently given if addressed to the 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 Company:
ST. Clair Funds
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President
To FDISG:
First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to FDISG's General Counsel
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns,
provided 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.
(f) This Agreement and the fee schedule hereto constitute the
entire agreement between the parties hereto with respect to the
matters described herein.
10. Confidentiality. All books, records, information and data
pertaining to the business of the Company that are exchanged or
received pursuant to the performance of FDISG's duties under this
Agreement shall remain confidential and shall not be voluntarily
disclosed to any other person, except as specifically authorized
by the Company or as may be required by law, and shall not be used
by FDISG for any purpose other than the performance of its
responsibilities and duties hereunder.
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.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name:
Title
ST. CLAIR FUNDS, INC.
By:
Name:
Title:
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
Liquidity Plus Money Market Fund
A. FEES FOR ADMINISTRATION SERVICES -- (Fund
Administration and Fund Accounting)
The following annual Fund Administration fees apply:
.12% of the first $2.8 billion of the average daily net assets of
the Companies (as defined below); and
.105% of the next $2.2 billion of the Companies average daily net
assets; and
.10% of the Companies average daily net assets over $5 billion.
"Companies" shall include Munder Funds Trust, the Liquidity Plus
Money Market Fund of St. Clair Funds, Inc., The Munder Funds, Inc.
(other than the Munder Conservative Allocation Fund, Munder
Aggressive Allocation Fund and Munder Moderate Allocation Fund)
and The Munder Framlington Fund Trust.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of $1.2
million per annum will apply in the aggregate for all funds of the
Companies.
Munder S&P 500 Index Equity Fund, Munder S&P Mid-Cap Index Equity
Fund,
Munder S&P Small-Cap Index Equity Fund, Munder Foreign Equity Fund
and Munder Aggregate Bond Index Fund (the "Variable Annuity
Funds")
A. FEES FOR ADMINISTRATION SERVICES -- (Fund
Administration and Fund Accounting)
The following annual Fund Administration fees apply:
$20,000 per annum, per each Variable Annuity Fund
plus: .03% of the first $500 million of each Fund's
average daily net assets;
.02% of the next $500 million of each Fund's
average daily net assets;
.01% of the next $1 billion of each Fund's
average daily net assets; and
.005% of each Fund's average daily net assets in
excess of $1 billion.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of
$____________ per annum will apply in the aggregate for the
Variable Annuity Funds.
The fees payable under this Agreement will be re-evaluated
on or after the first anniversary date of this Agreement.
SCHEDULE A
FUNDS
Liquidity Plus Money Market Fund
Munder S&P 500 Index Equity Fund
Munder S&P Mid-Cap Index Equity Fund
Munder S&P Small-Cap Index Equity Fund
Munder Foreign Equity Fund
Munder Aggregate Bond Index Fund
SCHEDULE B
OUT-OF- POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the
following:
- Postage (including overnight courier services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating
- Pricing services
- Forms and supplies
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