ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this ____ day
of ________________________, 2000, between Golden Gate Fund, Inc., a Maryland
corporation (the "Company"), and Fiduciary Management, Inc., a Wisconsin
corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Company is registered with the Securities and Exchange
Commission under the Investment Company Act of 1940 (the "Act") as an open-end
management investment company consisting of one series, Golden Gate Fund (the
"Fund"); and
WHEREAS, the Company desires to retain the Administrator to perform
the management-related services set forth in this Agreement for the Fund, and
the Administrator desires to perform such services for the Fund.
NOW, THEREFORE, the Company and the Administrator do mutually promise
and agree as follows:
1. Employment. The Company hereby employs the Administrator to be the
Fund's administrator for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such employment for the compensation
herein provided and agrees during such period to render the services and to
assume the obligations herein set forth.
2. Authority and Duties of the Administrator. The Administrator shall
perform the following management-related services for the Fund:
(a) Prepare and maintain the books, accounts and other documents
specified in Rule 31a-1 under the Act, in accordance with the requirements of
Rule 31a-1 and Rule 31a-2 under the Act;
(b) Calculate the Fund's net asset value in accordance with the
provisions of the Company's Articles of Incorporation, the Company's Bylaws and
the Company's Registration Statement;
(c) Respond to stockholder inquiries forwarded to it by the Company;
(d) Prepare the financial statements contained in reports to
stockholders of the Fund;
(e) Prepare for execution by the Company and file all of the Company's
federal and state tax returns;
(f) Prepare reports to and filings with the Securities and Exchange
Commission (other than the Company's Registration Statement on Form N-1A);
(g) Prepare reports to and filings with state Blue Sky authorities;
(h) Furnish statistical and research data, clerical, accounting and
bookkeeping services and stationery and office supplies; and
(i) Keep and maintain the Fund's financial accounts and records, and
generally assist in all aspects of the Fund's operations to the extent agreed to
by the Administrator and the Company.
The Administrator shall not act, and shall not be required to act, as
an investment adviser to the Fund and shall not have any authority to supervise
the investment or reinvestment of the cash, securities or other property
comprising the Fund's assets or to determine what securities or other property
may be purchased or sold by the Fund. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Company in any way or otherwise be deemed an agent of the Company.
3. Expenses. The Administrator, at its own expense and without
reimbursement from the Company, shall furnish office space, and all necessary
office facilities, equipment and executive personnel for performing the services
required to be performed by it under this Agreement. The Administrator shall not
be required to pay any expenses of the Fund. The expenses of the Fund's
operations borne by the Fund include by way of illustration and not limitation,
directors fees paid to those directors who are not "interested persons" of the
Company (as defined in the Act), the professional costs of preparing and the
costs of printing registration statements required under the Securities Act of
1933 and the Act (and amendments thereto), the expense of registering its shares
with the Securities and Exchange Commission and in the various states, payments
made pursuant to the Fund's Service and Distribution Plan (pursuant to Rule
12b-1 under the Act), the printing and distribution cost of prospectuses mailed
to existing shareholders, the cost of stock certificates (if any), director and
officer liability insurance, the printing and distribution costs of reports to
stockholders, reports to government authorities and proxy statements, interest
charges, taxes, legal expenses, association membership dues, auditing services,
insurance premiums, brokerage and other expenses connected with the execution of
portfolio securities transactions, fees and expenses of the custodian of the
Fund's assets, printing and mailing expenses and charges and expenses of
dividend disbursing agents, registrars and stock transfer agents.
4. Compensation of the Administrator. For the services to be rendered
by the Administrator hereunder, the Company through the Fund shall pay to the
Administrator an administration fee, paid monthly, based on the average daily
net assets, as determined by valuations made as of the close of each business
day of the month. The administration fee shall be 1/12 of 0.2% (0.2% per annum)
of the Fund's average daily net assets up to and including Thirty Million
Dollars ($30,000,000) and 1/12 of 0.10% (0.10% per annum) of the average daily
net assets of the Fund in excess of Thirty Million Dollars ($30,000,000). In no
event shall the aggregate administration fee paid to the Administrator pursuant
to this Section 4 for any full fiscal year be less than Twenty Thousand Dollars
($20,000). For any month in which this Agreement is not in effect for the entire
month, such fee shall be reduced
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proportionately on the basis of the number of calendar days during which it is
in effect and the fee computed upon the average net asset value of the business
days during which it is so in effect.
In addition to the above fees, the Fund shall pay to the Administrator
annually a fee of $100 for each state in which shares of the Fund are qualified
for sale, a fee of $80 for each state in which the Fund is registered as an
issuer-dealer and a fee of $40 for each agent registration maintained on behalf
of the Fund, none of which fees shall be reduced if registrations are maintained
for less than an entire fiscal year.
5. Exclusivity. The services of the Administrator to the Fund
hereunder are not to be deemed exclusive and the Administrator shall be free to
furnish similar services to others as long as the services hereunder are not
impaired thereby. During the period that this Agreement is in effect, the
Administrator shall be the Fund's sole administrator.
6. Liability. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder, or for any losses that may be
sustained in the purchase, holding or sale of any security.
7. Amendments and Termination. This Agreement may be amended by the
mutual consent of the parties. This Agreement may be terminated at any time,
without the payment of any penalty, by the Board of Directors of the Company
upon the giving of written notice ninety (90) calendar days in advance to the
Administrator. This Agreement may be terminated by the Administrator at any time
upon the giving of written notice ninety (90) calendar days in advance to the
Company. Upon termination of this Agreement the Administrator shall deliver to
the Company all books, accounts and other documents then maintained by it
pursuant to Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be executed on the day first above written.
FIDUCIARY MANAGEMENT, INC. GOLDEN GATE FUND, INC.
(the "Administrator") (the "Company")
By:_________________________________ By:__________________________________
Name:____________________________ Name:_____________________________
President President
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_________, 2000
Fiduciary Management, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
Pursuant to Section 2(i) of the Administration Agreement dated
__________, 2000, you are hereby authorized to perform the following ministerial
services in connection with Golden Gate Fund's (the "Fund") investment in
commercial paper master notes and repurchase agreements purchased through
Firstar Bank, N.A. Prior to 10:30 a.m. on each day the New York Stock Exchange
is open for trading you will review the activity account statement for the Fund
for the previous business day provided to you by Firstar Bank, N.A. and a list
of the securities transactions to be settled by the Fund on such date. Such list
of securities transactions will be compiled by you from information supplied to
you by the Fund's investment adviser.
After reviewing such list and statement you will subtract [the sum
obtained by adding (the purchase price and related commissions and expenses to
be paid by the Fund in connection with all purchases of securities by the Fund
to be settled on such date) to (the amounts to be paid to honor redemption
requests, if any, received by Firstar Mutual Fund Services, LLC on the previous
business day)] from [the sum obtained by adding (the proceeds to be received
from all sales of securities of the Fund to be settled on such date) to (the
amounts received pursuant to all purchase orders, if any, received by Firstar
Mutual Fund Services, LLC on the previous business day)].
The Fund's investment adviser has determined that if the result of
such subtraction is a positive number, the remainder shall be invested to the
extent allowed by the Fund's prospectus in the commercial paper master notes or
repurchase agreements then offered by Firstar Bank, N.A. bearing the highest
rates of interest. In the event that one or more commercial paper master notes
bear the same rate of interest, the order of preference in investing shall be
based on the assets of the issuers, with the issuer having the most assets being
given the highest preference. Investments in the commercial paper master notes
of any issuer may not exceed 5% of the Fund's total assets on the date of
purchase.
The Fund's investment adviser has determined that if the result of
such subtractions is a negative number, the deficiency shall be obtained by
selling the commercial paper master notes or repurchase agreement then held by
the Fund bearing the lowest rates of interest. In the event that one or more
commercial paper master notes bear the same rate of interest, the order of
preference in selling shall be the inverse of the order set forth in the
preceding paragraph.
You are instructed to notify Firstar Bank, N.A. each day prior to
10:30 a.m. of the commercial paper master notes or repurchase agreement to be
purchased and sold by the Fund as determined above.
If the amount to be invested exceeds the amount which can be invested
as provided above, you will so inform the Fund's investment adviser who will
tell you how the excess should be invested.
These instructions will remain in effect unless and until you are
notified by the Fund's investment adviser to the contrary.
Very truly yours,
GOLDEN GATE FUND, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
Accepted and agreed to
_____________________________
FIDUCIARY MANAGEMENT, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
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