EXHIBIT 9(C)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 1st day of July, 1996 by and between
HT Insight Funds, Inc., d/b/a Xxxxxx Insight Funds, a Maryland corporation (the
"Company"), on its own behalf and on behalf of each of the Funds listed on
Schedule A, as 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 Company 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 Company, on behalf of each individual Fund, and
Xxxxxx Trust & Savings Bank are also parties to Advisory Contracts (the
"Advisory Contracts") pursuant to which Xxxxxx Trust & Savings Bank serves as
investment adviser (the "Investment Adviser") to the Funds; and
WHEREAS, the Company 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 Company and the Administrator agree
as follows:
1. Appointment and Acceptance. The Company hereby appoints Xxxxxx Trust
& Savings Bank to act as Administrator of the Funds, subject to the supervision
and direction of the Board of Directors of the Company, 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 Company as required by law or otherwise for the proper operation of the
Company; (ii) prepare and, subject to approval by the Company, 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 Company; (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 Company, including, without
limitation, preparation of materials necessary in connection with meetings of
the Company's Board of Directors, including minutes, notices of meetings,
agendas and other Board materials; (vii) provide the Company with the services
of an adequate number of persons competent to perform the administrative and
clerical functions described herein; (viii) provide the Company 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 Company's officers, independent accountants, legal counsel,
custodian, accounting agent and transfer and dividend disbursing agent in
establishing the accounting policies of the Company; (xi) prepare such financial
information and reports as may be required by any banks from which
the Company 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 Company, 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 Company
service providers and the Fund counsel and auditors as generally may be required
to carry on properly the business and operations of the Company. The Company
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 Company, 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 Company, provided that any such
agreement shall have been approved by the Board of Directors of the Company, 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 Company's Articles of Incorporation, By-laws and prospectus,
under the supervision and direction of the Board of Directors, 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 Company 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 Company
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
Company 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 Company and The Xxxxxx Insight Funds Trust, a
Massachusetts business trust (the "Trust"), and executed by the Company, the
Trust, 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 Company 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
Company, 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 Company 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 Directors of the Company, including a majority of the directors who are
not "interested persons" of the Company 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 Company, 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 Company are the property of the Company
and further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Company 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
Directors of the Company 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 Company, to the attention of: President, HT Insight
Funds, Inc. d/b/a Xxxxxx Insight Funds, 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
Company 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HT INSIGHT FUNDS, INC.
By: /s/Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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Dated: July 1, 1996
SCHEDULE A
TO THE AGREEMENT
BETWEEN
HT INSIGHT FUNDS, INC. AND
XXXXXX TRUST & SAVINGS BANK
NAME OF FUND
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HT INSIGHT FUNDS, INC.
Xxxxxx Insight Equity Fund
Xxxxxx Insight Short/Intermediate Bond Fund
Xxxxxx Insight Government Money Market Fund
Xxxxxx Insight Money Market Fund
Xxxxxx Insight Tax-Exempt Money Market Fund
Xxxxxx Insight Convertible Fund
Xxxxxx Insight Hemisphere Free Trade Fund
HT INSIGHT FUNDS, INC.
By: /s/Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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