EXHIBIT 9(C)(I)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 1st day of July, 1996 by and between
Xxxxxx Insight Funds Trust, a Massachusetts business trust (the "Trust"), on its
own behalf and on behalf of each of the Funds listed on Schedule A, as such
Schedule shall be amended from time to time (each, a "Fund," together, the
"Funds"), and Xxxxxx Trust & Savings Bank, an Illinois Corporation (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of each individual Fund, and the
Administrator are also parties to Advisory Contracts (the "Advisory Contracts")
pursuant to which Xxxxxx Trust & Savings Bank will serve as investment adviser
(the "Investment Adviser") to the Funds; and
WHEREAS, the Trust desires to retain the Administrator to
render or otherwise provide for administrative services in the manner and on the
terms and conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said
terms and conditions.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants hereinafter contained, the Trust and the Administrator agree as
follows:
1. Appointment and Acceptance. The Trust hereby appoints Xxxxxx Trust &
Savings Bank to act as Administrator of the Funds, subject to the supervision
and direction of the Board of Trustees of the Trust, as hereinafter set forth.
The Administrator hereby accepts such appointment and agrees to furnish or cause
to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the
performance of the following administrative and clerical services: (i) maintain
and preserve the books and records, including financial and corporate records,
of the Trust as required by law or otherwise for the proper operation of the
Trust; (ii) prepare and, subject to approval by the Trust, file registration
statements, notices, reports, tax returns and other documents required by U.S.
Federal, state and other applicable laws and regulations (other than state "blue
sky" laws), including proxy materials and periodic reports to Fund shareholders,
oversee the preparation and filing of registration statements, notices, reports
and other documents required by state "blue sky" laws, and oversee the
monitoring of sales of shares of the Funds for compliance with state securities
laws; (iii) calculate and publish the net asset value of each Fund's shares;
(iv) calculate dividends and distributions and performance data, and prepare
other financial information regarding the Trust; (v) oversee and assist in the
coordination of, and, as the Board may reasonably request or deem appropriate,
make reports and recommendations to the Board on, the performance of
administrative and professional services rendered to the Funds by others,
including the custodian, registrar, transfer agent and dividend disbursing
agent, shareholder servicing agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other
persons in any such other capacity deemed to be necessary or desirable; (vi)
furnish corporate secretarial services to the Trust, including, without
limitation, preparation of materials necessary in connection with meetings of
the Trust's Board of Trustees, including minutes, notices of meetings, agendas
and other Board materials; (vii) provide the Trust with the services of an
adequate number of persons competent to perform the administrative and clerical
functions described herein; (viii) provide the Trust with administrative office
and data processing facilities; (ix) arrange for payment of each Fund's
expenses; (x) provide routine accounting services to the Funds, and consult with
the Trust's officers, independent accountants, legal counsel, custodian,
accounting agent and transfer and dividend disbursing agent in establishing the
accounting policies of the Trust; (xi) prepare such financial information and
reports as may be required by any banks from which the Trust borrows funds;
(xii) develop and implement procedures to monitor each Fund's compliance with
regulatory requirements and with each Fund's investment policies and
restrictions as set forth in
each Fund's currently effective Prospectus and Statement of Additional
Information filed under the Securities Act of 1933, as amended; (xiii) arrange
for the services of persons who may be appointed as officers of the Trust,
including the President, Vice Presidents, Treasurer, Secretary and one or more
assistant officers; and (xiv) provide such assistance to the Investment Adviser,
the custodian, other Trust service providers and the Fund counsel and auditors
as generally may be required to carry on properly the business and operations of
the Trust. The Trust agrees to cause the portfolio management agent to deliver
to the Administrator, on a timely basis, such information as may be necessary or
appropriate for the Administrator's performance of its duties and
responsibilities hereunder, including but not limited to, shareholder reports,
records of transactions, valuations of investments (which may be based on
information provided by a pricing service) and records of expenses borne by each
Fund, and the Administrator shall be entitled to rely on the accuracy and
completeness of such information in performing its duties hereunder.
Notwithstanding anything to the contrary herein contained, the Trust, and not
the Administrator, shall be responsible for and bear the cost of any third party
pricing services and any third party blue sky services.
(b) In providing for any or all of the services listed in
section 2(a) hereof, and in satisfaction of its obligations to provide such
services, the Administrator may enter into agreements with one or more other
persons to provide such services to the Trust, provided that any such agreement
shall have been approved by the Board of Trustees of the Trust, and provided
further that the Administrator shall be as fully responsible to the Funds for
the acts and omissions of any such service providers as it would be for its own
acts or omissions hereunder.
(c) All activities of the Administrator shall be conducted in
accordance with the Trust's Declaration of Trust, By-laws and prospectus, under
the supervision and direction of the Board of Trustees, and in conformity with
the 1940 Act and other applicable federal and state securities laws and
regulations.
3. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 2 hereof, except that the Trust shall pay
the expenses of legal counsel and accountants. In addition, the Administrator
shall be
responsible for the payment of any persons engaged pursuant to section 2(b)
hereof. The Trust shall assume and pay or cause to be paid all other expenses of
the Funds.
4. Compensation of the Administrator. For the services provided to the
Trust and each Fund by the Administrator pursuant to this Agreement, each Fund
shall pay the Administrator for its services, a fee in accordance with the terms
set forth in the Fee Letter Agreement dated as of July 1, 1996 relating to
services to be provided to the Trust and HT Insight Funds, Inc. d/b/a Xxxxxx
Insight Funds, a Maryland Corporation (the "Company"), and executed by the
Trust, the Company, the Administrator, Funds Distributor, Inc. (the
sub-administrator), PFPC, Inc. (the sub-administrator and accounting services
agent) and PNC Bank, N.A. (the custodian), as the same may be amended from time
to time.
5. Limitation of Liability of the Administrator; Indemnification. The
Administrator shall not be liable to the Trust or any Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator, or any persons engaged pursuant to section 2(b) hereof,
including officers, agents and employees of the Administrator and its
affiliates, in the performance of its duties hereunder. Nothing herein contained
shall be construed to protect the Administrator against any liability to the
Trust, a Fund, or shareholders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
6. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to the Trust in other
capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first
above written and shall continue in effect with respect to each Fund for a
period of two (2) years from the date hereof, and thereafter from year to year
so long as such continuation is specifically approved at least annually by the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust within the meaning of the 1940 Act and who
have no direct or indirect interest in this Agreement; provided, however, that
this Agreement may be terminated
at any time without the payment of any penalty, on behalf of any or all of the
Funds, by the Trust, by the Board or, with respect to any Fund, by "vote of a
majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
that Fund, or by the Administrator on not less than 60 days' written notice to
the other party. This Agreement shall automatically terminate in the event of
its "assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Trust are the property of the Trust and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Trust copies of the
books and records maintained or required to be maintained hereunder, including
in such machine-readable form as agreed upon by the parties, in accordance with
industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Trustees of the Trust and such amendment is set forth in a written instrument
executed by each of the parties hereto.
9. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of Illinois as at the
time in effect and the applicable provisions of the 1940 Act. To the extent that
the applicable law of the State of Illinois, or any provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
10. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if so executed, the separate instruments shall constitute
one agreement.
11. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a) if
to the Administrator, to the attention of: Xxxxx X. Xxxxxxxx, Senior Vice
President, Xxxxxx Trust & Savings Bank, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX
00000; or (b) if to the Trust, to the attention of: President, Xxxxxx Insight
Funds Trust, Xxx Xxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx, XX 00000 or at such other
address as either party may designate by written notice to the other. Notice
shall also be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
12. Separate Funds. This Agreement shall be construed to be made by the
Trust as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.
13. Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior arrangements, agreements or understandings.
14. Limitation of Liability. The names "Xxxxxx Insight Funds Trust" and
"Trustees of Xxxxxx Insight Funds Trust" refer respectively to the Trust created
and the Trustees as trustees but not individually or personally, acting from
time to time under a Declaration of Trust dated December 6, 1995 which is hereby
referred to and a copy of which is on file at the office of the Secretary of
State of the Commonwealth of Massachusetts and at the principal office of the
Trust. The obligations of "Xxxxxx Insight Funds Trust" entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives or agents
are not made individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust property belonging to
such class for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXX INSIGHT FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------
Title:President
--------------------------
XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------
Title:Senior Vice President
--------------------------
Dated: July 1, 1996
SCHEDULE A
TO THE AGREEMENT
BETWEEN
XXXXXX INSIGHT FUNDS TRUST
AND
XXXXXX TRUST & SAVINGS BANK
NAME OF FUND
------------
XXXXXX INSIGHT FUNDS TRUST
Xxxxxx Insight Equity Income Fund
Xxxxxx Insight Growth Fund
Xxxxxx Insight Small-Cap Opportunity Fund
Xxxxxx Insight Index Fund
Xxxxxx Insight International Fund
Xxxxxx Insight Balanced Fund
Xxxxxx Insight Convertible Securities Fund
Xxxxxx Insight Bond Fund
Xxxxxx Insight Intermediate Government Bond Fund
Xxxxxx Insight Intermediate Tax-Exempt Bond Fund
Xxxxxx Insight Tax-Exempt Bond Fund
XXXXXX INSIGHT FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------
Title: President
-------------------------
XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
-------------------------
Title: Senior Vice President
-------------------------
