Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day of
September, 1997, between DG Investor Series, a Massachusetts business
trust (herein called the "Fund"), and Federated Administrative Services, a
Delaware business trust (herein called "FAS").
WHEREAS, the Fund is a Trust consisting of one or more portfolios,
which operates as an open-end management investment company and will so
register under the Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its Administrator to provide
it with Administrative Services (as herein defined), and FAS is willing to
render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in this
Agreement; and FAS hereby accepts such appointment and agrees to perform
the services and duties set forth in Section 2 of this Agreement in
consideration of the compensation provided for in Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the supervision
and control of the Fund's Board of Trustees, FAS will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and any
amendments thereto, including the Declaration of Trust (which has
already been prepared and filed), the By-laws and minutes of
meetings of Trustees and shareholders;
(b) prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Fund and the Fund's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents all as
may be necessary to enable the Fund to make a continuous offering
of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the Fund
with, among others, the Fund's investment adviser, distributor,
custodian, and transfer agent;
(d) supervise the Fund's custodian in the maintenance of the Fund's
general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and payments,
of the determination of the net asset value of the Fund and of the
declaration and payment of dividends and other distributions to
shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a charter to
be adopted by FAS and the Fund;
(j) assist with the design, development, and operation of the Fund;
(k) provide individuals reasonably acceptable to the Fund's Board of
Trustees for nomination, appointment, or election as officers of
the Fund, who will be responsible for the management of certain of
the Fund's affairs as determined by the Fund's Board of Trustees;
and
(l) consult with the Fund and its Board of Trustees on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FAS shall agree
in writing to perform for the Fund hereunder, shall hereafter be
referred to as "Administrative Services." Administrative Services shall
not include any duties, functions, or services to be performed for the
Fund by the Fund's investment adviser, distributor, custodian, or
transfer agent pursuant to their respective agreements with the Fund.
3. Records. FAS shall create and maintain all necessary books and records
in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company act of 1940 and the rules thereunder, as the same
may be amended from time to time, pertaining to the Administrative
Services performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. Where applicable,
such records shall be maintained by FAS for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Trust which are in the possession of FAS
shall be the property of the Fund. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all
times during FAS's normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided
promptly by FAS to the Fund or the Fund's authorized representatives.
4. Expenses. FAS shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Fund,
including the compensation of FAS employees who serve as Trustees or
officers of the Fund. The Fund shall be responsible for all other
expenses incurred by FAS on behalf of the Fund, including without
limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, insurance premiums, fees payable to Trustees who
are not FAS employees, and trade association dues.
5. Compensation. For the Administrative Services provided, the Fund
hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee
at an annual rate per portfolio of the Fund's shares, payable daily,
as specified below:
Max. Admin. Average Aggregate Daily Net Assets
Fee of DG Investor Series
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
However, in no event shall the administrative fee received during any
year of this Agreement be less than, or be paid at a rate less than
would aggregate, $100,000 per portfolio.
6. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. FAS
shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice. Any person, even though also an officer,
trustee, partner, employee or agent of FAS, who may be or become
an officer, Trustee, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund (other than services or business in
connection with the duties of FAS hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer,
trustee, partner, employee or agent or one under the control or
direction of FAS even though paid by FAS.
(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in performing
the Administrative Services in accordance with the above
standards. In order that the indemnification provisions contained
in this Section 6 shall apply, however, it is understood that if
in any case the Fund may be asked to indemnify or save FAS
harmless, the Fund shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that FAS will use all reasonable care to
identify and notify the Fund promptly concerning any situation
which presents or appears likely to present the probability of
such a claim for indemnification against the Fund. The Fund shall
have the option to defend FAS against any claim which may be the
subject of this indemnification. In the event that the Fund so
elects, it will so notify FAS and thereupon the Fund shall take
over complete defense of the claim, and FAS shall in such
situation initiate no further legal or other expenses for which
it shall seek indemnification under this Section. FAS shall in no
case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify FAS except with the
Fund's written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof, and extend to April 1, 2000.
(b) During any term of this Agreement, each time the Fund adds a new
portfolio ("New Portfolio"), an additional term shall commence on
the first date upon which the New Portfolio has sufficient average
daily net assets such that FAS will begin to earn a sum not less
than its minimum ("annualized") administrative fee in connection
with the New Portfolio pursuant to Section 5 of this Agreement
("Additional Term"). Such Additional Term shall extend to the
later to occur of (i) the second anniversary of the commencement
of the Additional Term, or (ii) the expiration of the Initial
Term.
(c) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one
year, unless notice of termination has been delivered by either
party to the other no less than one year before the beginning of
any such additional term.
8. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
9. Limitations of Liability of Trustees or Officers, Employees, Agents and
Shareholders of the Fund. FAS is expressly put on notice of the
limitation of liability as set forth in the Fund's Declaration of Trust
and agrees that the obligations assumed by the Fund pursuant to this
Agreement shall be limited in any case to the Fund and its assets and
that FAS shall not seek satisfaction of any such obligations from the
shareholders of the Fund, the Trustees, Officers, Employees or Agents of
the Fund, or any of them.
10. Limitations of Liability of Trustees and Shareholders of FAS. The
execution and delivery of this Agreement have been authorized by the
Trustees of FAS and signed by an authorized officer of FAS, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally,
and the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FAS, but bind only the trust property of FAS
as provided in the Declaration of Trust of FAS.
11. Notices. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered
to the Fund and its investment adviser at the following address:
ParkSouth Corporation, X.X. Xxx 0000, Xxxxxxx, XX 00000-0000, Attention:
Xxx Xxxxxx; and if delivered to FAS, at Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000, Attention: President.
12. Miscellaneous. The captions in 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. If
any provision of this Agreement shall be held or made invalid by a court
or regulatory agency decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Subject to the
provisions of Section 6, hereof, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
13. Counterparts. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year
first above written.
DG Investor Series
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Executive Vice President
Federated Administrative Services
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
