EXHIBIT 9(b)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of November _, 1996 by and
between FIRST DATA INVESTOR SERVICES GROUP, INC., a Massachusetts corporation
("FDISG"), and THE MUNDER FRAMLINGTON FUNDS TRUST, a Massachusetts business
trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain FDISG to render certain administrative
services to the portfolios of the Trust 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 Trust hereby appoints FDISG to act as Administrator
of the Trust 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 Trust establishes one or more portfolios other than
the Funds with respect to which the Trust decides to retain FDISG to act as
administrator and accounting services provider, the Trust shall so notify FDISG
in writing. If FDISG is willing to render such services, FDISG shall notify the
Trust in writing whereupon such portfolio shall be deemed to be a Fund
hereunder. Without limiting the foregoing, it is understood that the Trust 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 Trust called for under this Agreement
shall identify the series or class to which such report, confirmation or notice
pertains.
2. Delivery of Documents. The Trust has furnished FDISG with copies
properly certified or authenticated of each of the following:
(a) Votes of the Trust's Board of Trustees authorizing the appointment of
FDISG to provide administrative services to the Trust and approving this
Agreement;
(b) The Trust's Declaration of Trust filed with the Secretary of State of
the state of the Commonwealth of Massachusetts on October 30, 1996 (the
"Charter"),
(c) The Trust's By-Laws and all amendments thereto (the "By-Laws");
(d) The Investment Advisory Agreement between Munder Capital Management
(the "Adviser") and the Trust dated November 7, 1996 and the Sub-Investment
Advisory Agreement among the Adviser, the Trust and Framlington Overseas
Investment Management Limited (the "Sub-Adviser");
(e) The Custody Agreement between Comerica Bank (the "Custodian") and
the Trust dated November 7, 1996 (the "Custody Agreement");
(f) The Transfer Agency and Registrar Agreement between FDISG (the
"Transfer Agent") and the Trust dated November 7, 1996;
(g) The Trust'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 October 30, 1996 relating
to the Trust's shares of beneficial interest, $.001 par value per share, and all
amendments thereto; and
(h) The Trust's most recent prospectuses and statement of additional
information (together, the "Prospectus").
The Trust will furnish FDISG from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust 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 Trustees of the Trust, FDISG, as Administrator, will use its best
judgment in supervising various aspects of the Trust'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 Trustees meetings;
(d) Assisting in the preparation of the Trust's Registration Statement
and any Pre-Effective and Post-Effective Amendments to the Trust'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
Trust'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 Trust by the Trust's Board of Trustees;
(g) Providing legal advice and counsel to the Trust with respect to
regulatory matters, including monitoring regulatory and legislative developments
which may affect the Trust and assisting in the strategic response to such
developments, counseling and assisting the Trust in routine regulatory
examinations or investigations of the Trust, and working closely with outside
counsel to the Trust 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 Trust 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 Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records at the Trust's request);
(i) Internal auditing and treasury services;
(j) Valuing the Trust'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 Trust's
Treasurer, preparing reports to the Trust'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 Trust;
(m) Preparing, signing and filing the Trust's tax returns;
(n) Assisting the Adviser and the Sub-Adviser, at their request, in
monitoring and developing compliance procedures for the Trust 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 Trust (at the Trust'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 Trust 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 Trust management of any
proposed adjustments;
(i) Control all disbursements from the Trust 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 Sub-Adviser and the Trust's Board of Trustees, or if such quotes
are unavailable, then obtain such prices from the Sub-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 and Sub-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
Sub-Adviser, an independent pricing agent approved by the Trust's Board of
Trustees 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 Trust statistical date as reasonably requested on an
ongoing basis;
(w) Keep all books and records with respect to the Trust's books of
account;
(x) Keep records of the Trust's securities transactions, portfolio
valuations and securities positions; and
(y) Act as liaison with the Trust'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 Trust from time to time.
In performing its duties as Administrator of the Trust, FDISG (a) will act
in accordance with the Articles of Incorporation, By-Laws, Prospectus and with
the instructions and directions of the Board of Trustees of the Trust 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 Trust, 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 Trust. The compensation of
such person or persons shall be paid by FDISG and no obligation shall be
incurred on behalf of the Trust in such respect.
(b) FDISG shall not be required to pay any of the following expenses
incurred by the Trust: 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 Trustees of the Trust 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 Trust.
(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 Trust
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 Trust 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 Trust 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 Trust 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 Trust 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 Trust 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 Trustees of the Trust, 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 Trust, 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 Trust 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 Trust:
The Munder Framlington Funds Trust
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 Trust 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 Trust 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
THE MUNDER FRAMLINGTON FUNDS TRUST
By:
Name:
Title:
FEE SCHEDULE FOR
ADMINISTRATION AND
FUND ACCOUNTING SERVICES
I. FEES FOR ADMINISTRATION SERVICES -- (Fund Administration and Fund
Accounting)
A. The following annual Fund Administration fees apply:
.10% of the average daily net assets of each Fund.
B. MINIMUM FEES
For Fund Administration Services, a minimum fee of $60,000 per annum will
apply in the aggregate for the three Funds of The Munder Framlington Fund Trust.
The fees payable under this Agreement will be re-evaluated on or after the
first anniversary date of this Agreement.
SCHEDULE A
FUNDS
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
THE MUNDER FRAMLINGTON FUNDS
TRUST
By:
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
