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EXHIBIT 99.B9(b).
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this __th day of __________, 19__, by and between XXXXXX
AGGRESSIVE GROWTH FUND, a Massachusetts business trust (the "Fund"), and XXXXXX
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to provide information and administrative
services for the benefit of the Fund and its shareholders. In this regard, KDI
shall appoint various broker-dealer firms and other financial services firms
("Firms") to provide related services and facilities for their clients who are
shareholders of the Fund ("clients"). The Firms shall provide such office
space and equipment, telephone facilities and personnel as is necessary or
beneficial for providing information and services to shareholders of the Fund.
Such services and assistance may include, but are not limited to, establishing
and maintaining shareholder accounts and records, processing purchase and
redemption transactions, answering routine client inquiries regarding the Fund
and its special features, assistance to clients in changing dividend and
investment options, account designations and addresses, and such other services
as the Fund or KDI may reasonably request. KDI may also provide some of the
above services for the Fund directly.
KDI accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KDI shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund. KDI, by separate agreement with the
Fund, may also serve the Fund in other capacities. In carrying out its duties
and responsibilities hereunder, KDI will appoint various Firms to provide
administrative and other services described herein directly to or for the
benefit of shareholders of the Fund who may be clients of such Firms. Such
Firms shall at all times be deemed to be independent contractors retained by
KDI and not the Fund. KDI and not the Fund will be responsible for the payment
of compensation to such Firms for such services.
2. For the services and facilities described in Section 1, the Fund will pay
to KDI at the end of each calendar month an administrative service fee computed
at an annual rate of up to 0.25 of 1% of the average daily net assets of the
Fund (except
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assets attributable to Class I Shares). The current fee schedule is set forth
as Appendix I hereto. The administrative service fee will be calculated
separately for each class of each series of the Fund as an expense of each such
class; provided, however, no administrative service fee shall be payable with
respect to Class I Shares. For the month and year in which this Agreement
becomes effective or terminates, there shall be an appropriate proration on the
basis of the number of days that the Agreement is in effect during such month
and year, respectively. The services of KDI to the Fund under this Agreement
are not to be deemed exclusive, and KDI shall be free to render similar
services or other services to others.
The net asset value for each share of the Fund shall be calculated in
accordance with the provisions of the Fund's current prospectus. On each day
when net asset value is not calculated, the net asset value of a share of the
Fund shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made for the purpose
of the foregoing computations.
3. The Fund shall assume and pay all charges and expenses of its operations
not specifically assumed or otherwise to be provided by KDI under this
Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Fund or by KDI on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of KDI to
receive payments on any unpaid balance of the compensation described in
Section 2 hereof earned prior to such termination. This Agreement may not be
amended for any class of any series of the Fund to increase the amount to be
paid to KDI for services hereunder above .25 of 1% of the average daily net
assets of such class without the vote of a majority of the outstanding voting
securities of such class. All material amendments to this Agreement must in any
event be approved by vote of the Board of Trustees of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's Agreement and
Declaration of Trust and all amendments thereto, all of which are on file with
the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by
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and on behalf of the Fund by its representatives as such representatives and
not individually, and the obligations of the Fund hereunder are not binding
upon any of the trustees, officers or shareholders of the Fund individually but
are binding upon only the assets and property of the Fund.
8. This Agreement shall be construed in accordance with applicable federal
law and (except as to Section 7 hereof which shall be construed in accordance
with the laws of The Commonwealth of Massachusetts) the laws of the State of
Illinois.
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement to be executed
as of the day and year first above written.
XXXXXX AGGRESSIVE GROWTH FUND XXXXXX DISTRIBUTORS, INC.
By:__________________________ By:____________________________
Title:_______________________ Title:_________________________
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APPENDIX I
XXXXXX AGGRESSIVE GROWTH FUND
FEE SCHEDULE FOR ADMINISTRATIVE
SERVICES AGREEMENT
Pursuant to Section 2 of the Administrative Services Agreement to which this
Appendix is attached, the Fund and KDI agree that the initial administrative
service fee will be computed at an annual rate of .25 of 1% (the "Fee Rate").
For purposes of computing the fee due KDI, the Fee Rate shall be applied
against the amount of assets of the Fund for which a broker-dealer or other
financial services firm is listed on the records of the Fund as "dealer of
record," which shall not include KDI.
Dated:
XXXXXX AGGRESSIVE GROWTH FUND XXXXXX DISTRIBUTORS, INC.
By:__________________________ By:____________________________
Title:_______________________ Title:_________________________
