ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 1st day of January, 1998, by and
between MUTUAL FUND INVESTMENT (the "Trust"), a Massachusetts business trust and
THE CHASE MANHATTAN BANK (the "Administrator").
WITNESSETH:
In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new
series to be created hereby authorizes the Administrator to provide
administrative services to the Trust in accordance with the terms and conditions
of this Agreement. The Administrator's services shall be subject to the
direction and control of the Board of Trustees of the Trust and shall be
performed under the direction of the appropriate Trust officers. The
Administrator's functions shall be entirely ministerial in nature, and it shall
not have any responsibility or authority for the management of the Trust, the
determination of its policies, or for any matter pertaining to the distribution
of securities issued by the Trust.
SECOND: The Administrator shall provide certain administration
services including: (A) arranging for the maintenance of the Trust's books and
records except for: accounting books and records, sales literature and other
documents relating to the sale of securities
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issued by the Trust (other than copies of such documents preserved as a record
of presentations to the Board of Trustees or Trust officers), and records
pertaining to the ownership of securities issued by the Trust;
(B) preparing applications for insurance for the Trust and
claims under any insurance policy;
(C) preparing for the signature of the appropriate Trust
officer (or assist counsel and auditors in the preparation of) all required
Trust tax returns, proxy statements, semiannual reports to the Trust's
shareholders, semiannual reports to be filed with the Securities and Exchange
Commission, and updates to the Trust's Registration Statement under the
Investment Company Act of 1940 (the "Act");
(D) arranging for the printing and mailing (at the Trust's
expense) of proxy statements and other reports or other materials provided to
the Trust's shareholders;
(E) preparing (beginning January 1, 1998) applications and
reports which may be necessary to maintain on behalf of the Trust any
registration of the Trust and/or the shares of any series of the Trust under the
securities or "Blue Sky" laws of any state, province, or foreign country (the
Trust shall pay for any filing or legal fees in connection with such filings);
(F) preparing agendas and supporting documentation for, and
minutes of, Trustee and shareholder meetings;
(G) arranging for the computation of performance data
including net asset value and yield;
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(H) arranging for the publication of current price information
in newspapers and publications;
(I) responding to all inquires or other communications from
shareholders of the Trust and other parties or, if the inquiry is more properly
responded to by the Trust's transfer agent or distributor, referring the
individual making the inquiry to the appropriate person;
(J) reviewing from time to time the portfolios of each series
of the Trust and transactions with brokers and dealers for compliance with
applicable law and Trust policy;
(K) coordinating all relationships between the Trust and its
contractors, including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information, provided that
coordination with the distributor shall be limited to the exchange of
information necessary for the administration of the Trust and the reporting of
that information to the Board of Trustees and Trust officers.
THIRD: Any activities performed by the Administrator under
this Agreement shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Act and of any rules or
regulations in force thereunder; (2) any other applicable provision of law; (3)
the provisions of the Agreement and Declaration of Trust and By-Laws of the
Trust as amended from time to time; (4) any policies and determinations of the
Board of Trustees of the Trust; and (5) the fundamental policies of each series
of the Trust, as reflected in the then current Registration Statement of the
Trust. As used in this
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Agreement, the term "Registration Statement" shall mean the Registration
Statement most recently filed by the Trust with the Securities and Exchange
Commission and effective under the Securities Act of 1933, as amended, as such
Registration Statement is amended at such time, and the term "Prospectus" and
"Statement of Additional Information" shall mean for the purposes of this
Agreement the form of the then current prospectus and statement of additional
information for each series of the Trust.
FOURTH: Nothing in this Agreement shall prevent the
Administrator or any officer thereof from acting as administrator for any other
person, firm or corporation and shall not in any way limit or restrict the
Administrator or any of its directors, officers, employees or affiliates from
buying, selling or trading any securities for its own or their own accounts or
for the accounts of others for whom it or they may be acting, provided, however,
that the Administrator expressly represents that it will undertake no activities
which, in its judgment, will adversely affect the performance of its obligations
to the Trust under the Agreement.
FIFTH: The Administrator shall, at its own expense,
provide office space and facilities, equipment and personnel for
the performance of its functions hereunder.
SIXTH: The Trust shall pay the Administrator, as full
compensation for all services rendered hereunder, an annual fee on behalf of
each series payable monthly and computed on the net asset value of the series at
the end of each business day at the annual rates set forth in Exhibit A hereto.
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SEVENTH: In the event the operating expenses of any series of
the Trust, including all investment advisory, administration and
sub-administrator fees, but excluding brokerage commissions and fees, taxes,
interest and extraordinary expenses such as litigation, for any fiscal year
ending on a date on which this Agreement is in effect exceed the most
restrictive expense limitation applicable to the series imposed by the
securities laws or regulations thereunder of any state in which the shares of
the series are qualified for sale, as such limitations may be raised or lowered
from time to time, the Administrator shall reduce its administration fee to the
extent of its share of such excess expenses. The amount of any such reduction to
be borne by the Administrator shall be deducted from the monthly administration
fee otherwise payable to the Administrator during such fiscal year; and if such
amounts should exceed the monthly fee, the Administrator shall pay to such
series its share of such excess expenses no later than the last day of the first
month of the next succeeding fiscal year. For the purposes of this paragraph,
the term "fiscal year" shall exclude the portion of the current fiscal year
which shall have elapsed prior to the date hereof and shall include the portion
of the then current fiscal year which shall have elapsed at the date of
termination of this Agreement.
EIGHTH: (A) This Agreement shall go into effect at the close
of the business on the date hereof, and, unless terminated as hereinafter
provided, shall continue in effect for two years
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thereafter and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Trust's Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Act) of any such
party cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the applicable series and by such vote of the
Trustees.
(B) This Agreement may be terminated by the Administrator at
any time without penalty upon giving the Board of Trustees of the Trust sixty
(60) days' written notice (which notice may be waived by the Trust) and may be
terminated by the Board of Trustees of the Trust at any time without penalty
upon giving the Administrator sixty (60) days' written notice (which notice may
be waived by the Administrator), provided that such termination by the Board of
Trustees of the Trust shall be directed or approved by the vote of a majority of
all of its Trustees in office at the time, including a majority of the Trustees
who are not interested persons (as defined in the Act) of the Trust, or by the
vote of the holders of a majority (as defined in the Act) of the voting
securities of each series of the Trust at the time outstanding and entitled to
vote. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act.
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NINTH: In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator or any of its officers, directors or employees, the Trust
shall indemnify the Administrator against any and all claims, demands and
liabilities and expenses (including reasonable attorney's fees) which the
Administrator may incur based on any omission in the course of, or connected
with, rendering services hereunder.
TENTH: A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Trust.
ELEVENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed, postage paid, to the other party at such
address as such other party may designate for the receipt of such notices. Until
further notice to the other party, it is agreed that the address of the Trust
shall be 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, and the address of the
Administrator shall be 0 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
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IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
ATTEST: MUTUAL FUND INVESTMENT TRUST
____________________ By:___________________________
ATTEST: THE CHASE MANHATTAN BANK
____________________ By:___________________________
