Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUNDMANAGER TRUST
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 11th day
of November, 1996, between FundManager Trust, a Delaware business
trust (herein called the `Trust''), and Federated Administrative
Services, a Delaware business trust (herein called `FAS'').
WHEREAS, the Trust is a Delaware business 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 Trust desires to retain FAS as its Administrator to
provide it with Administrative Services (as herein defined) for the
portfolios identified on Schedule A, 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 Trust hereby appoints FAS as
Administrator of the Trust 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 Trust'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 Trust and each of its portfolios:
(a) prepare, file, maintain, and coordinate the distribution of the
Trust's governing documents and any amendments thereto,
including the Articles of Incorporation (which has already been
prepared and filed), the By-laws, and the agendas, materials 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 Trust and the Trust'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 Trust to make a
continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the
Trust with, among others, the Trust's investment adviser,
distributor, custodian, portfolio accountant and transfer agent;
(d) supervise the Trust's custodian in the maintenance of the
Trust's general ledger and in the preparation of the Trust's
financial statements, including oversight of expense accruals
and payments, of the determination of the net asset value of the
Trust and of the declaration and payment of dividends and other
distributions to shareholders;
(e) review and coordinate the calculation of performance data of the
Trust for dissemination to information services covering the
investment company industry;
(f) review the Trust's tax returns;
(g) examine and review the operations of the Trust'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 Trust, and coordinate and
facilitate external audits by the Trust's independent auditors
and regulatory examinations of the Trust;
(j) assist with the design, development, and operation of the Trust;
(k) provide individuals reasonably acceptable to the Trust's Board
of Trustees for nomination, appointment, or election as officers
of the Trust, who will be responsible for the management of
certain of the Trust's affairs as determined by the Trust's
Board of Trustees;
(l) consult with the Trust and its Board of Trustees on matters
concerning the Trust and its affairs; and
(m) administer the processing of Rule 12b-1 payments and marketing
expenses at the direction of the Trust and its distributor(s)
and, in connection therewith, prepare quarterly reports to the
Board of Trustees pursuant to Rule 12b-1.
The foregoing, along with any additional services that FAS shall
agree in writing to perform for the Trust hereunder, shall hereafter
be referred to as "Administrative Services." Administrative Services
shall not include any duties, functions, or services to be performed
for the Trust by the Trust's investment adviser, distributor,
custodian, portfolio accountant, or transfer agent pursuant to their
respective agreements with the Trust.
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
(``1940 Act'), 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 Trust. 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
Trust. The Trust, or the Trust'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 Trust,
copies of any such books and records shall be provided promptly by
FAS to the Trust or the Trust'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 Trust,
including the compensation of FAS employees who serve as Trustees or
officers of the Trust. The Trust shall be responsible for all other
expenses incurred by FAS on behalf of the Trust, 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 Trust
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 Trust's shares, payable
daily, as specified below:
Max. Admin. Average Daily Net Assets
Fee of the Trust
.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, $75,000 per portfolio and $35,000 per additional
class of shares. FAS may voluntarily waive this fee and the minimums
in whole or part from time to time in its sole discretion.
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 Trust 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 Trust) 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, Director, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting
on any business of the Trust (other than services or business in
connection with the duties of FAS hereunder) to be rendering
such services to or acting solely for the Trust 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 Trust 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 Trust may be asked to
indemnify or save FAS harmless, the Trust 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 Trust promptly
concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification
against the Trust. The Trust shall have the option to defend
FAS against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it will
so notify FAS and thereupon the Trust 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 Trust will be asked to indemnify FAS except with the Trust's
written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof, and extend for a period of three years.
(b) During any term of this Agreement, each time the Trust adds a
new portfolio or class of shares not identified on Schedule A,
the Trust has the option of (i) including the new portfolio or
share class under the Agreement by extending the Agreement for
an additional three years commencing on the first date upon
which the new portfolio or share class has sufficient average
daily net assets such that FAS will begin to earn a sum not less
than its minimum ("annualized") administrative fee pursuant to
Section 5 of this Agreement ("Additional Term");
(ii) reimbursing FAS for its reasonable costs and expenses in
establishing the new portfolio or share class; or (iii)
negotiating with FAS mutually agreeable terms and fees for
adding a new portfolio or class.
(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 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.
10. Limitations of Liability of Trustees or Officers, Employees, Agents
and Shareholders of the Trust. FAS is expressly put on notice of the
limitation of liability as set forth in the Trust's Declaration of
Trust and agrees that the obligations assumed by the Trust pursuant
to this Agreement shall be limited in any case to the Trust and its
assets and that FAS shall not seek satisfaction of any such
obligations from the shareholders of the Trust, the Trustees,
Officers, Employees or Agents of the Trust, or any of them.
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 Trust, to its investment adviser and to FAS at
the following addresses: FundManager Trust (Trust), c/o Freedom
Capital Management Corporation, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Xxxxxxx X. Xxxxxx, President; FundManager Trust Adviser
(Adviser), Freedom Capital Management Corporation, M.D. Xxxxxx
Division, Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxx X.
Xxxxxx, President; and Federated Administrative Services, Federated
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary.
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.
FUNDMANAGER TRUST
By: /s/ Xxxxxxx X. Xxxxxx
President
Attest: /s/ Xxxxxxx X. Xxxxx
Assistant Secretary
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ S. Xxxxxxx Xxxxx
-
S. Xxxxxxx Xxxxx
Senior Vice President
Attest: /s/ Xxxxx xX. Xxxx
-
Xxxxxx X. Xxxx
Secretary
SCHEDULE A
TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement dated November 11, 1996 BETWEEN
FEDERATED ADMINISTRATIVE SERVICES and FUNDMANAGER TRUST includes the
following portfolios (and any classes thereof) effective as of the
date set forth above:
AGGRESSIVE GROWTH PORTFOLIO
Financial Adviser Class
No-Load Class
GROWTH & INCOME PORTFOLIO
Financial Adviser Class
No-Load Class
GROWTH PORTFOLIO
Financial Adviser Class
No-Load Class
BOND PORTFOLIO
Financial Adviser Class
No-Load Class
MANAGED TOTAL RETURN PORTFOLIO
Financial Adviser Class
