Exhibit 8(e)
ADMINISTRATIVE SERVICES AGREEMENT
CONCENTRATED CAPITAL MANAGEMENT, L.P. ("CCM") and FAM DISTRIBUTORS, INC.
("FAMD") mutually agree to the arrangements set forth in this Agreement (the
"Agreement") dated as of ___________, 2000.
WHEREAS, CCM is the investment adviser to the Target Select Equity Fund
(the "Fund") of the Alpha Select Funds (the "Trust"); and
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended; and
WHEREAS, the Fund is a series of the Trust consisting of its own
investment objective, policies and pool of assets, distinct from other series of
the Trust; and
WHEREAS, the Mercury Target Select Equity Fund, Inc. (the "Mercury
Feeder") is an open-end management investment company registered under the
Investment Company Act of 1940, as amended, and which offers its shares of
common stock to public investors in accordance with the Securities Act of 1933,
as amended; and
WHEREAS, FAMD, a broker-dealer registered as such pursuant to the
Securities Exchange Act of 1934, as amended, is the principal underwriter to the
Mercury Feeder; and
WHEREAS, the Mercury Feeder intends to invest all of its assets in shares
of beneficial interest of the Fund in a manner commonly known as a
"master-feeder;" and
WHEREAS, the Trust and the Mercury Feeder have entered into a
Master-Feeder Participation Agreement ("Participation Agreement") dated
____________, 2000, providing, among other things, for the sale of shares of
beneficial interest of the Fund to the Mercury Feeder; and
WHEREAS, the Fund expects to derive substantial savings in administrative
expenses by virtue of offering interests in the Fund indirectly to Mercury
Feeder shareholders as a "master-feeder" fund, having the Mercury Feeder as the
shareholder of record of Fund shares in lieu of the Mercury Feeder shareholders,
and having FAMD perform certain administrative services for the Fund (which are
identified on Schedule A hereto); and
WHEREAS, neither CCM nor FAMD has any contractual or other legal
obligation to perform such administrative services for the Fund; and
WHEREAS, FAMD desires to be compensated for providing such administrative
services for the Fund; and
WHEREAS, CCM desires that the Fund benefit from the lower administrative
expenses expected to result from the administrative services performed by FAMD;
and
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WHEREAS, CCM accordingly would prefer to compensate FAMD for providing
administrative services to the Fund from its own funds, derived from its own
resources, including its bona fide profits, rather than request that the Fund
bear the costs of such compensation:
NOW, THEREFORE, the parties agree as follows:
1. Administration Expense Payments.
CCM agrees to pay FAMD, on a quarterly basis, a fee equal to 0.10%
of the average daily net asset value of Fund shares of beneficial interest
held by the Mercury Feeder during the quarter, provided that the Fund has
not underperformed relative to the [Xxxxxxx 3000] Index by more than 3.00%
during such quarter. CCM shall calculate the payment contemplated by this
Section 1 at the end of each fiscal quarter and will make such payment to
FAMD, without demand or notice by FAMD, reasonably promptly thereafter.
2. Nature of Payments.
The parties to this Agreement recognize and agree that CCM's
payments to FAMD are for administrative services only and do not
constitute payment in any manner for investment advisory services or for
costs of distribution of Fund shares and are not otherwise related to
investment advisory or distribution services or expenses. The amount of
administration expense payments made by CCM to FAMD pursuant to Section 1
of this Agreement are not intended to be, and shall not be deemed to be,
indicative of CCM's bona fide profits from serving as investment adviser
to the Fund or any other fund.
3. Term and Termination.
(a) Any Party may terminate this Agreement, without penalty, on
ninety day's advance written notice to the other Party. Unless
so terminated, this Agreement shall continue in effect for so
long as CCM or its successor(s) in interest, or any affiliate
thereof, continues to perform in a similar capacity for the
Fund, and for so long as FAMD or its successor(s) in interest,
or any affiliate thereof, provides the services contemplated
hereunder with respect to shares of the Fund held by the
Mercury Feeder.
(b) This Agreement shall automatically terminate upon (i) the
termination of the Participation Agreement, or (ii) the
dissolution or bankruptcy of any party hereto, or in the event
that any party hereto is placed in receivership or
rehabilitation, or in the event that the management of its
affairs is assumed by any governmental, regulatory or judicial
authority.
4. Amendment.
This Agreement may be amended only upon mutual agreement of the
parties hereto in writing.
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5. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered
(a) to FAMD, at 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, attention: Xxxxxxx Xxxxxxxxxxx, General Counsel; and
(b) to CCM, at .
6. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon
the parties hereto and their transferees, successors and
assigns. The benefits of and the right to enforce this
Agreement shall accrue to the parties and their transferees,
successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights,
obligations or liabilities of either party hereto shall be
assigned without the written consent of the other party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be
construed to give any person or entity other than the parties
hereto any legal or equitable claim, right or remedy.
(d) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which
shall together constitute one and the same instrument.
(e) Applicable Law. This Agreement shall be interpreted,
construed, and enforced in accordance with the laws of the
State of New York, without reference to the conflict of law
principles thereof.
(f) Severability. If any portion of this Agreement shall be found
to be invalid or unenforceable by a court or tribunal or
regulatory agency of competent jurisdiction, the remainder
shall not be affected thereby, but shall have the same force
and effect as of the invalid or unenforceable portion had not
been inserted.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
CONCENTRATED CAPITAL MANAGEMENT, L.P.
By: _______________________________
Name:
Title:
FAM DISTRIBUTORS, INC.
By: _______________________________
Name:
Title:
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Schedule A
Administrative Services to be Performed by FAM Distributors, Inc. ("FAMD")
in Respect of Shares of the Target Select Equity Fund (the "Fund")
of Alpha Select Funds Held by Target Select Equity Fund, Inc.
Maintenance of books and records
o Maintaining an inventory of share purchases to assist transfer agent
in recording issuance of shares.
o Performing miscellaneous accounting services to assist transfer
agent in recording transfers of shares (via net purchase orders).
Purchase Orders
o Determination of net amount of cash flow into Fund.
o Reconciliation and deposit of receipts at Fund and confirmation
thereof.
Redemption Orders
o Determination of and notification to Fund of cash required to
satisfy redemption requests.
o Cost of share redemptions.
Reports
o Periodic information reporting to the Fund.
Fund-Related Contract Owner Services
o Telephonic support for Mercury Feeder shareholders with respect to
inquiries about the Fund (not including information about
performance or related to sales.)
Other Administrative Support
o Sub-Accounting services.
o Providing other administrative support to the Fund as mutually
agreed between FAMD and the Fund.
o Relieving the Fund of other usual or incidental administrative
services provided to Mercury Feeder shareholders.
o Preparation of reports to certain third-party reporting services.
