ADMINISTRATION AGREEMENT
THIS AGREEMENT is made this ____ day of June, 2001 by and
between The Milestone Funds, a Delaware business trust (the "Trust"), on behalf
of the Xxxxxxxx Capital Liquid Assets Fund (the "Fund") and Milestone Capital
Management LP (the "Administrator");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end,
non-diversified management investment company under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), and the rules and
regulations promulgated thereunder; and
WHEREAS, the Administrator is an investment adviser and wishes
to act as an administrator of the Fund; and
WHEREAS, the Trust and the Administrator desire to enter into
an agreement to provide for the administration of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. ADMINISTRATION. The Administrator shall act as
administrator to the Fund and shall, in such capacity, provide administrative
and other services to the Fund, subject at all time to the policies and control
of the Trust's Board of Trustees. In rendering its services as Administrator,
the Administrator shall give the Fund the benefit of its best judgment, efforts
and facilities. The Administrator shall, for all purposes herein, be deemed an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
2. DUTIES OF ADMINISTRATOR. In carrying out its
obligation under this Agreement the Administrator shall:
(a) supervise and manage all aspects of the Fund's
operations;
(b) provide the Fund or obtain for it, and
thereafter supervise, such executive, administrative, clerical and shareholder
servicing services as are deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic
updating of prospectuses and supplements thereto, proxy material, tax returns,
reports to the Fund's shareholders and reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities;
(d) provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items for
the Fund's principal office; and
(e) take, on behalf of the Fund, all actions which
appear to the Fund necessary to carry into effect such administrative and
supervisory functions as aforesaid.
3. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying
out its obligations under this Agreement, the Administrator shall at all times
conform to:
(a) all applicable provisions of the Investment
Company Act and any rules and regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statements
of the Fund under the Securities Act of 1933, as amended, and the Investment
Company Act; and
(c) the provisions of the Declaration of Trust of
the Trust, as amended; and
(d) the provisions of the By-laws of the Trust, as
amended; and
(e) any other applicable provisions of state and
federal law.
4. EXPENSES. The expenses connected with the Fund shall
be allocable between the Fund and the Administrator as follows:
(a) The Administrator shall furnish, at its
expense and without cost to the Trust, the services of such officers as may be
required by the Fund for the proper conduct of its affairs.
(b) Nothing in subparagraph (a) hereof shall be
construed to require the Administrator to bear:
(i) any of the costs (including applicable
office space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties
consist of maintaining the financial accounts and books and
records of the Fund; including the reviewing of calculations
of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable
office space, facilities and equipment) of the services of any
of the personnel operating under the direction of such
principal financial officer. Notwithstanding the obligation of
the Fund to bear the expense of the functions referred to in
clauses (i) and (ii) of this subparagraph (b), the
Administrator may pay the salaries, including any applicable
employment or payroll taxes and other salary costs, of the
principal financial officer and other personnel carrying out
such functions and the Fund shall reimburse the Administrator
therefor upon proper accounting.
(c) All of the ordinary business expenses incurred
in the operations of the Fund and the offering of its shares shall be borne by
the Fund unless specifically provided otherwise in this paragraph 4. These Fund
expenses include but are not limited to investment advisory and administration
fees, brokerage commissions, legal, auditing, taxes or governmental fees, the
cost of preparing share certificates, custodian, depository, transfer and
shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, expenses of registering and qualifying shares for sale,
insurance premiums on property or personnel (including officers and trustees if
available) of the Fund which inure to its benefit, expenses relating to trustee
and shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees and other expenses incurred by the Fund in
connection with membership in investment company organizations and the cost of
printing copies of prospectuses and statements of additional information
distributed to shareholders.
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5. DELEGATION OF RESPONSIBILITIES. The Administrator may
in its discretion delegate the performance of certain administrative services to
a subadministrator. The Administrator shall pay the fees of any such
subadministrator.
6. COMPENSATION. The Fund shall pay the Administrator in
full compensation for services rendered hereunder an annual administration fee,
payable monthly, of 0.04% of the average daily net assets of the Fund's
Institutional Shares, Adviser Shares and Investor Shares, respectively. The
average daily net asset value of the Fund shall be determined in the manner set
forth in the Registration Statement of the Fund.
7. NON-EXCLUSIVITY. The services of the Administrator to
the Fund are not to be deemed to be exclusive, and the Administrator shall be
free to render administrative or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that officers of the Administrator may serve as officers or trustees of
the Trust, and that officers or trustees of the Trust may serve as officers of
the Administrator to the extent permitted by law; and that the officers of the
Administrator are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners or
officers of any other firm or corporation, including other investment companies.
8. TERM AND APPROVAL. This Agreement shall become
effective at the close of business on the date hereof and shall remain in force
and effect for two years and thereafter from year to year, provided that such
continuance is specifically approved at least annually by the Board of Trustees.
9. TERMINATION. This Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Trust's Board of
Trustees or by vote of a majority of the Fund's outstanding voting securities,
or by the Administrator, on sixty (60) days' written notice to the other party.
The notice provided for herein may be waived by either party.
10. LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION. In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Administrator or
any of its officers, trustees or employees, it shall not be subject to liability
to the Fund or to any shareholder of the Fund for any omission in the course of,
or connected with, rendering services hereunder.
11. LIABILITY OF TRUSTEES AND SHAREHOLDERS. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The State of Delaware, and notice is hereby given that this instrument is
executed on behalf of the trustees of the Trust as trustees and not individually
and that the obligations of this instrument are not binding upon any of the
trustees or shareholders individually but are binding only upon the assets and
property of the Trust.
12. NOTICES. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that
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the address of the Trust and that of the Administrator shall be Xxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxx Xxxx 00000.
13. QUESTIONS OF INTERPRETATION. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said Act. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this Agreement is released by rules, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the day
and year first above written.
THE MILESTONE FUNDS, on behalf of
the Xxxxxxxx Capital Liquid Assets Fund
Attest: By:
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XXXXX X. XXXXXX
Title: CHAIRMAN
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MILESTONE CAPITAL MANAGEMENT
L.P.
Attest:
By:
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XXXXX X. XXXXXX
Title: PRESIDENT
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