IMG MUTUAL FUNDS, INC.
EXHIBIT # 5(c)(2)
TO
POST-EFFECTIVE AMENDMENT NO. 7
FORM N-1A REGISTRATION STATEMENT
MANAGEMENT AND ADMINISTRATION AGREEMENT
As of December ___, 1997
IMG Mutual Funds, Inc., a Maryland corporation (the "Company") herewith confirms
its Agreement with Investors Management Group (the "Administrator") as follows:
The Company desires to employ a portion of its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its Prospectus and Statement of Additional Information
relating to the investment portfolios and any additional investment portfolios
of the Company as each are or will be identified in Schedule A hereto (such
investment portfolios and any additional investment portfolios together called
the "Funds"), copies of which have been or will be submitted to the
Administrator, and in resolutions of the Company's Board of Directors. The
Company and the Administrator hereby agree that the Administrator will serve as
the manager and administrator for the Funds upon the following terms and
conditions.
1. Services as Manager and Administrator
Subject to the direction and control of the Board of Directors of the
Company, the Administrator will assist in supervising all aspects of the
operations of the Funds except those performed by the investment advisor for the
Funds under its Investment Advisory Agreement, the custodian for the Funds under
its Custodian Agreement, the transfer agent for the Funds under its Transfer
Agency Agreement and the fund accountant for the Funds under its Fund Accounting
Agreement.
The Administrator will maintain office facilities (which may be in the
offices of the Administrator or an affiliate but shall by in such location as
the Company shall reasonably determine); furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Securities and Exchange Commission (the
"Commission") on Form N-SAR or any replacement forms therefor; compile data for,
prepare for execution by the Funds and file all the Funds' federal and state tax
returns and required tax filings other than those required to be made by the
Funds' custodian and transfer agent; prepare compliance filings pursuant to
state securities laws with the advice of the Company's counsel; assist to the
extent requested by the Company with the Company's preparation of its Annual and
Semi-Annual Reports to Shareholders and its Registration Statements (on Form
N-1A or any replacement therefor); compile data for, prepare and file timely
Notices to the Commission required pursuant to Rule 24f-2 under the Investment
Company Act of 1940 (the "1940 Act"); keep and maintain the financial accounts
and records of the Funds, including calculations of daily expense accruals; in
the case of money market funds, periodic review of the amount of the deviation,
if any, of the current net asset value per share (calculated using available
market quotations or an appropriate substitute that reflects current market
conditions) from each money market fund's amortized cost price per share; and
generally assist in all aspects of the operations of the Funds. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, the Administrator xxxxxx
agrees that all records which it maintains for the Company are the property of
the Company and further agrees to surrender promptly to the Company any of such
records upon the Company's request. The Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act. The Administrator may
delegate some or all of its responsibilities under this Agreement.
The Administrator may, at its expense, subcontract with any entity or
person concerning the provision of the services contemplated hereunder;
provided, however, that the Administrator shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor and
provided further, that the Administrator shall be responsible, to the extent
provided in Section 4 hereof, for all acts of such subcontractor as if such acts
were its own.
2. Fees; Expenses; Expense Reimbursement
In consideration of services rendered and expenses assumed pursuant to
this Agreement, each of the Funds will pay the Administrator on the first
business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree, a fee computed daily and paid as
specified below equal to the fee calculated at the applicable annual rate set
forth on Schedule A hereto. The fee for the period from the day of the month
this Agreement is entered into until the end of that month shall be prorated
according to the proportion which such period bears to the full monthly period.
Upon any termination of this Agreement before the end of any month, the fee for
such part of a month shall be prorated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to the Administrator, the
value of the net assets of a particular Fund shall be computed in the manner
described in the Company's Prospectus or Statement of Additional Information
respecting that Fund as from time to time is in effect for the computation of
the value of such net assets in connection with the determination of the
liquidating value of the shares of such Fund.
The Administrator will from time to time employ or associate with
itself such person or persons as the Administrator may believe to be
particularly fitted to assist it in the performance of this Agreement. Such
person or persons may be partners, officers, or employees who are employed by
both the Administrator and the Company. The compensation of such person or
persons shall be paid by the Administrator and no obligation may be incurred on
behalf of the Funds in such respect. Other expenses to be incurred in the
operation of the Funds including taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not partners, officers,
directors, shareholders or employees of the Administrator or the investment
advisor or distributor for the Funds, commission fees and state Blue Sky
qualification and renewal fees and expenses, investment advisory fees, custodian
fees, transfer and dividend disbursing agents' fees, fund accounting fees
including pricing of portfolio securities, certain insurance premiums, to the
extent authorized by the Company, outside and inside auditing and legal fees and
expenses, costs of maintenance of corporate existence, typesetting and printing
prospectuses for regulatory purposes and for distribution to current
Shareholders of the Funds, costs of Shareholders' and Directors' reports and
meetings and any extraordinary expenses will be borne by the Funds; provided,
however, that the Funds will not bear, directly or indirectly, the cost of any
activity which is primarily intended to result in the distribution of shares of
the Funds.
If in any fiscal year the aggregate expenses of a particular Fund (as
defined under the securities regulations of any state having jurisdiction over
the Company) exceed the expense limitations of any such state, the Administrator
will reimburse such Fund for a portion of such excess expenses equal to such
excess times the ratio of the fees respecting such Fund otherwise payable to the
Administrator hereunder to the aggregate fees respecting such Fund otherwise
payable to the Administrator hereunder and the Investors Management Group under
the Investment Advisory Agreement between Investors Management Group and the
Company. The expense reimbursement obligation of the Administrator is limited to
the amount of its fees hereunder for such fiscal year, provided, however, that
notwithstanding the foregoing, the Administrator shall reimburse a particular
Fund for such proportion of such excess expenses regardless of the amount of
fees paid to it during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Company so require. Such
expense reimbursement, if any will be estimated daily and reconciled and paid on
a monthly basis.
3. Proprietary and Confidential Information
The Administrator agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Company
all records and other information relative to the Company and prior, present, or
potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
4. Limitation of Liability
The Administrator shall not be liable for any loss suffered by the
Funds in connection with the matters to which this Agreement relates, except for
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. Any person, even though also a
partner, employee, or agent of the Administrator, who may be or become an
officer, Directors, employee, or agent of the Company or the Funds shall be
deemed, when rendering services to the Company or the Funds, or acting on any
business of that party, to be rendering such services to or acting solely for
that party and not as a partner, employee, or agent or one under the control or
direction of the Administrator even though paid by it.
5. Term
This Agreement shall become effective as of the date first written
above (or, if a particular Fund is not in existence on the date, on the date an
amendment to Schedule A to this Agreement relating to that Fund is executed) and
shall continue until December __, 2000, and unless sooner terminated as provided
herein, thereafter shall be renewed automatically for successive three year
terms, unless written notice not to renew is given by the non-renewing party to
the other party at least 60 days prior to the expiration of the then current
term. This Agreement shall be reviewed and ratified at least annually by the
Company's Board of Directors, provided that this Agreement is also reviewed and
ratified by the majority of the Company's Directors who are not parties to the
Agreement or interested persons (as defined in the 1940 Act) of any party to
this Agreement, by vote cast in person at a meeting called for the purpose of
reviewing this Agreement. The scope of such review shall be whether there is any
"cause" (as defined below) that would justify terminating the Agreement. This
Agreement is terminable with respect to a particular Fund only upon mutual
agreement of the parties hereto or for "cause" by the party alleging "cause", in
either case on not less than 60 days' notice by the Company's Board of Directors
or by the Administrator.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) any circumstances which substantially impairs the
performance of the obligations and duties, as contemplated herein.
Notwithstanding the foregoing, the absence of either or both an annual review or
ratification of this Agreement by the Board of Directors shall not, in and of
itself, constitute "cause" as used herein.
If, for any reason other than "cause" as defined above, the
Administrator is replaced as fund manager and administrator, or if a third party
is engaged to perform all or a part of the services provided by the
Administrator under this Agreement (excluding any sub-administrator appointed by
the Administrator as provided in Section 1 hereof), then the Company shall make
a one-time cash payment, as liquidated damages, to the Administrator equal to
the balance due the Administrator for the remainder of the term of this
Agreement, assuming for purposes of calculation of the payment that the asset
level of the Company on the date the Administrator is replaced, or a third party
is added, will remain constant for the balance of the contract term.
6. Governing Law
The laws of the State of Iowa shall govern this Agreement. The names
the "IMG Mutual Funds, Inc." and "Directors of the IMG Mutual Funds, Inc." refer
respectively to the Company created and the Directors, as directors but not
individually or personally. The obligations of the Company entered into in the
name or on behalf thereof by any of the Directors, representatives or agents are
made not individually, but in such capacities, and are not binding upon any of
the Directors, Shareholders or representatives of the Company personally, but
bind only the assets of the Company, and all persons dealing with any series of
shares of the Company must look solely to the assets of the Company belonging to
such series for the enforcement of any claims against the Company.
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.
IMG Mutual Funds, Inc.
By: ____________________________________
Title: ___________________________________
Investors Management Group
By: ____________________________________
Title: ___________________________________
Schedule A
to the
Management and Administration Agreement
Between the IMG Mutual Funds, Inc. and
Investors Management Group
Name of Fund Compensation*
Vintage Equity Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Aggressive Growth Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Balanced Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Municipal Bond Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Bond Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Income Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Vintage Limited Term Bond Fund Annual rate of twenty-six
one-hundredths of one percent
(0.26%) of the average daily
net assets of such Fund.
Liquid Assets Fund Annual rate of twenty
one-hundredths of one percent
(0.20%) of the average daily
net assets of such Fund.
Government Assets Fund Annual rate of twenty-one
one-hundredths of one percent
(0.21%) of the average daily
net assets of such Fund.
Municipal Assets Fund Annual rate of twenty
one-hundredths of one percent
(0.20%) of the average daily
net assets of such Fund.
*All fees are computed daily and paid periodically.
