AMENDED ADMINISTRATION AGREEMENT
Xxxxx 0, 0000
Xxxxxxxxx Group, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Dear Sirs:
CoreFunds, Inc. (formerly, Red Oak Cash Reserve Fund, Inc.), a Maryland
corporation (the "Fund"), herewith amends and restates its Agreement with
Fairfield Group, Inc. ("Fairfield") as follows:
The Fund desires to employ its capital by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in its Articles of Incorporation and in its Prospectus as from time to time in
effect, copies of which have been or will be submitted to Fairfield, together
with resolutions of the Fund's Board of Directors. The Fund desires to employ
Fairfield as its administrator, as follows:
1. Service as Administrator
Subject to the direction and control of the Board of Directors of the
Fund, Fairfield will assist in supervising all aspects of the Fund's operations
except those performed by the Fund's investment adviser under the Investment
Advisory Agreement, those performed by the Fund's custodian and transfer agent
under the Custodian and Transfer Agency Agreements, and those performed by the
Fund's distributor under the Distribution Agreement.
Fairfield will maintain office facilities for the Fund (which may be in
the offices of Fairfield or a corporate affiliate but shall be in such location
as the Fund shall reasonably determine); furnish statistical and research data,
clerical, accounting and bookkeeping services, and stationery and office
supplies; prepare the Fund's periodic reports to the Securities and Exchange
Commission on the forms prescribed by the Commission from time to time; compile
data for, arrange for, but not pay for, the preparation and filing of all the
Fund's federal and state tax returns and required tax filings other than those
required to be made by the Fund's custodian and transfer agent; arrange for, but
not pay for, the preparation of compliance filings pursuant to state securities
laws with the advice of the Fund's counsel; assist
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 Securities and Exchange Commission
required pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"1940 Act"); arrange for and bear the cost of processing by the Fund's
distributor of share purchase and redemption orders; review and verify the
pricing of portfolio securities and computation by the Transfer Agent of the
Fund's net asset value and net income in accordance with the Fund's prospectus
and resolutions of the Fund's Board of Directors; provide information to the
Fund's other service providers relating to the performance of its services
hereunder at such time or times and in such form or forms as the Fund may
reasonably request; keep and maintain certain financial accounts and records of
the Fund; and generally assist in all aspects of the Fund's operations. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, Fairfield
hereby agrees that all records which it maintains for the Fund are the property
of the Fund, and further agrees to surrender promptly to the Fund any of such
records upon the Fund's request. Fairfield further agrees to preserve for the
periods prescribed by Rule 3la-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
2. Fees; Expenses; Expense Reimbursement
In consideration of services rendered pursuant to this Agreement, the
Fund will pay Fairfield on the first business day of each month a fee calculated
at an annual rate of .25% of the Fund's average daily net assets. Net asset
value shall be computed at least once a day. The fee for the period from the day
of the month this Agreement is entered into until the end of that month shall be
pro-rated 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 pro-rated 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 Fairfield, the value of
the Fund's net assets shall be computed in the manner described in the Fund's
Articles of Incorporation and Registration Statement as in effect from time to
time.
Fairfield will from time to time employ or associate with itself such
person or persons as Fairfield may believe to be particularly fitted to assist
it in the performance of this Agreement. Such person or persons may be
officers and employees who are employed by both Fairfield and the Fund. The
compensation of such person or persons shall be paid by Fairfield and no
obligation may be incurred on behalf of the Fund in such respect.
Fairfield will bear all expenses in connection with the performance of
its services under this Agreement. Other expenses to be incurred in the
operation of the Fund including, if applicable, taxes, interest, any brokerage
fees and commissions, fees of directors who are not officers, directors, or
employees of Fairfield or the Fund's investment adviser or distributor,
Securities and Exchange Commission fees and state Blue Sky qualification fees,
advisory and administration fees, charges of the custodian and transfer and
dividend disbursing agent, certain insurance premiums, outside auditing and
legal expenses, costs of compiling data for, preparing for execution and filing
all of the Fund's Federal and State tax returns and required tax filings, costs
of maintenance of corporate existence, typesetting and printing prospectuses for
regulatory purposes and for distribution to current shareholders of the Fund,
costs of shareholders' reports and corporate meetings, costs of obtaining market
quotations for certain portfolio securities, costs of preparing State Blue Sky
filings, and any extraordinary expenses will be borne by the Fund; provided,
however, that the Fund will not bear, directly or indirectly the cost of any
activity which is primarily intended to result in the distribution of shares of
the Fund; and further provided, that if the total expenses borne by the Fund in
any fiscal year of the Fund exceed any expense limitations imposed by applicable
state securities laws or regulations, Fairfield will reimburse the Fund for a
portion of such excess equal to the amount of such excess times the ratio of the
fees otherwise payable to Fairfield hereunder to the aggregate fees otherwise
payable to Fairfield hereunder and New Jersey National Bank pursuant to an
Investment Advisory Agreement between it and the Fund. The obligation of
Fairfield to reimburse the Fund hereunder is limited in any fiscal year of the
Fund to the amount of Fairfield's fee hereunder for such fiscal year; provided,
however, that notwithstanding the foregoing, Fairfield shall reimburse the Fund
for such excess regardless of the fees paid to it to the extent that the
securities laws or regulations of any state having jurisdiction over the Fund so
require. Any such expense reimbursements will be estimated daily and reconciled
and paid on a monthly basis.
3. Proprietary and Confidential Information
Fairfield agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information relative to the Fund 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 Fund, which approval shall not be
unreasonably withheld and may not be withheld where Fairfield 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 Fund.
4. Limitation of Liability
Fairfield 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 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 an officer, partner, employee, or agent
of Fairfield, who may be or become an officer, director, 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
Fairfield's duties under this or any other agreement with the Fund), to be
rendering such services to or acting solely for the Fund and not as an officer,
partner, employee, or agent or one under the control or direction of Fairfield
even though paid by it.
5. Term
This Agreement shall become effective as of the date first above written
and, unless sooner terminated as provided herein, shall continue automatically
for successive annual periods ending on June 30 of each year, provided such
continuance is specifically approved at least annually (i) by the Fund's Board
of Directors or (ii) by a vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund, provided that in either event the
continuance is also approved by the majority of the Fund's directors who are not
parties to the Agreement or interested persons (as defined in the 0000 Xxx) of
any party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable without
penalty, by the Fund's Board of Directors, by vote of a majority (as defined in
the 0000 Xxx) of the outstanding voting securities of the Fund, or by Fairfield,
on not less than sixty days' notice. This Agreement shall be governed by
Pennsylvania law.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
COREFUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Accepted:
FAIRFIELD GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Authorized Officer
