ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, dated as of March 1, 1999, is between the ICON Funds
(the "Trust"), a Massachusetts business trust, and Meridian Investment
Management Corporation ("Meridian"), a Colorado corporation.
The Trust is registered as an open-end management investment company
registered under the Investment Company Act of 1940 (the "IC Act"). The
Trust desires to retain Meridian and avail itself of the information, advice,
assistance and facilities of Meridian by retaining it as Administrator of the
Trust ("Administrator"), subject to the terms and conditions of this
Agreement. The Administrator wishes to provide such services to the Trust
under the conditions set forth below.
In consideration of the premises and mutual covenants contained in this
Agreement, the Trust and the Administrator agree as follows:
1. EMPLOYMENT. The Trust, being duly authorized, hereby retains the
Administrator to perform those services described in this Agreement and the
Administrator shall perform its obligations upon the terms and conditions
set forth in this Agreement. Any administrative services undertaken by the
Administrator pursuant to this Agreement, as well as any other activities of
the Administrator on behalf of the Trust, shall at all times be subject to
directives of the Board of Trustees of the Trust.
2. TRUST ADMINISTRATION. The Trust hereby retains the Administrator to
provide executive and administrative services to the Trust, with the
individual responsibilities of Meridian more fully defined in Exhibit A to
this Agreement. The Administrator shall give the Trust the benefit of its
best judgment, efforts and facilities in rendering services as administrator.
The Administrator shall at all times conform to: (i) all applicable provisions
of the IC Act and any rules and regulations adopted thereunder, (ii) the
provisions of the Registration Statement of the Trust under the
ct of 1933, as amended from time to time, (iii) the provisions of the
Agreement and Declaration of Trust and the By-Laws of the Trust, and (iv)any
other applicable provisions of state and federal law.
3. STAFFING AND FACILITIES. The Administrator shall, at its own expense,
employ or retain personnel and consult with such other persons as it may
determine to be necessary or useful to the performance of its obligations
under this Agreement. The Administrator shall also provide personnel to
serve as officers of the Trust if so elected by the Board of Trustees.
The Administrator, shall, at its own expense, provide such office space,
facilities and equipment (including, but not limited to, computer equipment,
communication lines and supplies) to provide the services to the Trust.
4. RECORD KEEPING AND OTHER INFORMATION. The Administrator shall
create and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including but not limited to records required
by Section 31(a) of the IC Act and the rules thereunder, as the same may be
amended from time to time, pertaining to the various functions 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 the Administrator for the periods and in the places required by rule
31a-2 under the IC Act. It is understood that the records created by the
Administrator on behalf of the Trust are the property of the Trust and will
be surrendered promptly upon request.
5. AUDIT, INSPECTION AND VISITATION. The Administrator shall make
available to the Trust during regular business hours all records and other
data created and maintained pursuant to the foregoing provisions of this
Agreement for reasonable audit and inspection by the Trust or any regulatory
agency having authority over the Trust. The Administrator shall also permit
representatives of the Trust, including the Trust's independent auditors, to
have reasonable access to the personnel and records of the Administrator in
order to enable such representatives to monitor the quality of services
being provided and the reasonableness of fees due the Administrator pursuant
to this Agreement. In addition, the Administrator shall promptly deliver to
the Board of Trustees of the Trust such information as may reasonably be
requested from time to time to permit the Board of Trustees to make an
informed determination regarding continuation of this Agreement.
6. COMPENSATION. For the services rendered to the Trust by the Administrator,
each series of the Trust shall pay the Administrator, upon presentation of
an invoice to the Fund's custodian, a fee as set out in the fee schedule
attached hereto as Exhibit B. In addition, the Trust shall reimburse the
Administrator for out of pocket expenses incurred on behalf of the Trust.
The Administrator shall not be required to reimburse the Trust or the Trust's
investment adviser for (or have deducted from its fees) an
excess of expense limitations imposed by certain state securities commission
s having jurisdiction over the Trust.
7. LIMITATION OF LIABILITY. The Administrator may rely on information
reasonably believed by it to be accurate and reliable. Except as may be
required by the Act or the rules thereunder, the Administrator nor its
shareholders, officers, directors, employees, agents, control persons or
affiliates shall be subject to liability for, or any damages, expenses or
losses incurred by the Trust except by reason of willful misfeasance, bad
faith or negligence on the part of any such person in the performance of
the duties of the Administrator under this Agreement or by reason of reckless
disregard of the obligations and duties of the Administrator under this
Agreement.
8. INDEMNIFICATION OF ADMINISTRATOR. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the IC Act,
the Trust shall indemnify Administrator and each of Administrator's Employees
(hereinafter collectively referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may haved as a
party or otherwise or with which such person may be or may
have been threatened, while serving as the administrator for the Trust or as
one of Administrator's Employees, or, thereafter, by reason of being or
having been the administrator for the Trust or one of Administrator's
Employees, including but not limited to, liabilities arising due to any
misrepresentation or misstatement in the Trust's prospectus, other regulatory
filings, and amendments thereto, or in other documents originating from the
Trust that are not otherwise the responsibility of the person seeking
indemnification. Notwithstanding the foregoing, in no case shall a
Covered Person be indemnified against any liability to which such Covered
Person would otherwise be subject by reason of willful misfeasance,
bad faith, negligence or reckless disregard of the duties of such Covered
Person.
9. SERVICES FOR OTHERS. Nothing in this Agreement shall prevent the
Administrator or any affiliated person of the Administrator from providing
services for any other person, firm or corporation, including other
investment companies; provided, however, that the Administrator expressly
represents that it will not undertake any activities which, in its judgment,
will adversely affect the performance of its obligations to the Trust under
this Agreement.
10. COMPLIANCE WITH THE ACT. The parties hereto acknowledge and agree
that nothing contained in this Agreement shall be construed to supersede or
contravene the Prospectus or Statement of Additional Information of any
series of the Trust or any provisions of the Act and the rules thereunder.
It is acknowledged that Meridian is an investment adviser to the Trust.
11. RENEWAL AND TERMINATION. This Agreement shall become effective on
the date first above written and shall remain in effect for a period of one
year from such date, and thereafter shall be renewed automatically for
successive one year terms, unless written notice not to renew is given by
the non-renewing party to the other party at least sixty days prior
to the expiration of the current term, provided such continuance is
approved at least annually by the vote of a majority of the Trustees of the
fund who are not parties to this Agreement or "interested persons" (as
defined in the IC Act) of any such party, which vote must be cast in person at
a meeting called for the purpose of voting on such approval. The previous
Administrative Services Agreement between the Trust and AmeriPrime Financial
Services, Inc. and Meridian is hereby superseded by this Agreement.
Notwithstanding the foregoing, the Trust may, at any time and without the
payment of any penalty, terminate this Agreement for Cause as to the
Administrator, upon sixty days written notice to the other party. "Cause"
shall mean unreasonable neglect or refusal to perform the services defined
under this Agreement, or the willful misconduct in following the legitimate
directions of the Board of Trustees of the Trust.
12. NOTICES. Any notice required under this Agreement shall be given in
writing, addressed and delivered, or mailed postage prepaid, to the other
parties at the principal office of each party.
13. THE TRUST. The term "ICON Funds" means and refers to the Trustees from
time to time serving under the Trust's Agreement and Declaration of Trust as
amended from time to time. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agent or employees of the Trust, personally, but bind
only the trust property of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by
an officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer
med to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property of the Trust.
14. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Massachusetts and
the applicable provisions of the federal securities laws. To the extent that
applicable law of the State of Massachusetts or any of the provisions herein
conflict with the applicable provisions of the federal securities laws, the
latter shall control . Every contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officer of the Trust
shall give notice that (a) the document was executed or made on behalf of the
Trust or by them as Trustees or as officers and not by them individually, and
(b) that the obligations of such instrument are not binding upon any
of them or the Shareholders individually, but are only upon the assets and
property of the Trust. Omission of such notice shall not operate to bind
any Trustee, officer or shareholder individually.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
ICON FUNDS MERIDIAN INVESTMENT MANAGEMENT CORPORATION
By: __/s/____________________________ By: ___/s/______________________
▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
EXHIBIT A
ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
Dated March 1, 1999
The Administrator, Meridian Investment Management Corporation ("Meridian")
shall provide the following categories of executive and administrative
services to the Trust:
ADMINISTRATIVE RESPONSIBILITIES
1. Daily Compliance-Test all Funds for SEC, IRS and Prospectus Restrictions
2. Review and resolve all potential restriction violations
3. Blue Sky Monitoring
4. Compile information for annual review of Fidelity Bond
5. Compile information for annual review of E&O Insurance
6. Review of trading commissions, soft dollars and best execution
7. Tax preparation
8. Subchapter M Compliance
9. Review PFIC status for tax
10. Expense Accruals
11. Review and approve all invoices
12. Review and approve all monthly accounting transition reports
13. Review daily cash balances available for investment or redemption
14. Review pricing of portfolio securities and NAV computations
15. Monitor compliance with and revise Code of Ethics, as needed
16. Prepare and update policies and procedures manual
17. Proxy voting and recording with respect to portfolio securities
18. Preparation of quarterly trustee meeting information and reports
19. Preparation of Board Minutes
20. Preparation of reports to Lipper, Morningstar
21. Maintain relationship with ICI
22. Relations with third party vendors
23. Prepare prospectus and statement of additional information
24. Prepare semi-annual and year end financials
25. Prepare and File SEC reports and registration statements
26. Maintain files of all original fund documents
27. Relations with Custodian, Transfer Agent, auditors
28. Maintain relationships with Platforms
29. Maintain relationships with other Broker-Dealers
EXHIBIT B
ICON FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
Dated March 1, 1999
MONTHLY FEE SCHEDULE
I. FEE SCHEDULE
The Funds of the Trust shall pay the Administrator the following fee per
year per Portfolio base, computed on a daily basis and paid on a monthly
basis. For purposes of each daily calculation of this fee, the most recently
determined net asset value of each Portfolio, as determined by a valuation
made in accordance with the Trust's procedure for calculating each
Portfolio's net asset value as described in the Funds' Prospectus and/or
Statement of Additional Information, shall be used. The fee is
payable on the first business day following the end of each month.
AVERAGE VALUE OF DAILY NET ASSETS ANNUAL RATE
Assets Under Five Hundred Million Dollars 0.050%
Assets Over Five Hundred Million Dollars 0.040%
