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ADMINISTRATION AGREEMENT
This Administration Agreement is made as of August 1, 1997 by and
between Cadre Financial Services, Inc., a Delaware Corporation ("CF"), and Cadre
Institutional Investors Trust, a Delaware business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain CF to render certain
administrative and fund accounting services to those series of the Trust
described in Schedule A hereto, as from time to time amended (each a "Fund" and,
collectively, the "Funds"), and CF is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints CF to act as Administrator of
the Trust on the terms set forth in this Agreement. CF accepts such appointment
and agrees to render the services herein set forth for the compensation provided
for in Schedule B, annexed hereto and incorporated herein.
In the event that the Trust establishes additional series with respect
to which the Trust decides to retain CF to act as administrator and accounting
services provider, the Trust shall so notify CF in writing. If CF is willing to
render such services, CF shall notify the Trust in writing whereupon such
portfolio shall be deemed to be a Fund hereunder and shall be subject to the
provisions of this Agreement except to the extent that said provisions
(including those relating to the compensation payable by the Funds to CF) are
modified with respect to such Fund in writing by the Trust and CF at the time.
Without limiting the foregoing, it is understood that the Trust will from time
to time issue separate series or classes of shares and may classify and
reclassify shares of any such series or class. CF shall identify to each such
series or class property belonging to such series or class and in such reports,
confirmations and notices to the Trust called for under this Agreement shall
identify the series or class to which such report, confirmation or notice
pertains.
2. Delivery of Documents. The Trust has furnished CF with copies
properly certified or authenticated of each of the following:
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(a) Resolutions of the Trust's Board of Trustees authorizing
the appointment of CF to provide certain administrative services to the Fund and
approving this Agreement;
(b) The Trust's Certificate of Trust filed with the Secretary
of the State of Delaware on June 27, 1995, the Trust's Declaration of Trust and
all amendments thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto (the
"By-Laws");
(d) The Investment Advisory Agreement between CF (the
"Adviser") and the Trust dated as of November 1, 1995;
(e) The Custody Agreement between Bankers Trust Company (the
"Custodian") and the Trust dated November 1, 1995;
(f) The Transfer Agency and Services Agreement between CF (the
"Transfer Agent") and the Trust dated as of August 1, 1997;
(g) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-94206 and 811-9064), as filed with the Securities and Exchange
Commission ("SEC") on June 30, 1995, relating to the Trust's shares of
beneficial ownership, $.001 par value per share, and all amendments thereto; and
(h) The Trust's most recent prospectus and statement of
additional information for each Fund(together, the "Prospectus").
The Trust will furnish CF from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide CF with any other documents that
CF may reasonably request and will notify CF as soon as possible of any matter
materially affecting the performance by CF of its services under this Agreement.
3. Duties as Administrator. Subject to the supervision and
direction of the Board of Trustees of the Trust, CF, as Administrator, will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services:
(a) Maintaining such office facilities as necessary to provide
the services hereafter set forth (which may be in the offices of CF or a
corporate affiliate);
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(b) Furnishing non-investment related statistical and research
data, data processing services, clerical services, executive and administrative
services, and stationery and office supplies in connection with its services
hereunder;
(c) Furnishing corporate secretarial services including
preparation and distribution of materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's Registration
Statement and any Pre-Effective and Post-Effective Amendments to the Trust's
Registration statement, Notices of Annual or Special Meetings of Shareholders
and Proxy materials relating to such Meetings;
(e) Assisting in the determination of the jurisdictions in
which the Trust's shares will be registered or qualified for sale and, in
connection therewith, shall be responsible for the initial registration or
qualification and the maintenance of such registration or qualification of such
shares for sale under the securities laws of each state in which it is
determined shares should be registered or qualified. Payment of
share registration fees shall be made by the Fund;
(f) Providing the services of certain persons who may be
appointed as officers of the Trust by the Trust's Board of Trustees;
(g) Assisting the Trust in routine regulatory examinations of
the Trust, and working closely with outside counsel to the Trust in response to
any litigation, investigations or regulatory matters;
(h) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Trust as may be required
by Section 31(a) of the 1940 Act and the rules thereunder, transmitting to the
Custodian instructions received from the Adviser for the purchase and sale of
Trust assets and ensuring proper settlement related thereto);
(i) Internal auditing services;
(j) Valuing the Trust's assets and calculating the net asset
value of the shares of the Fund on each business day as set forth in the
Prospectus of each Fund in accordance with such procedures as may be adopted by
the Board of Trustees of the Trust;
(k) Accumulating information for and, subject to approval by
the Trust's Treasurer, preparing all required financial statements for the Trust
and preparing reports to the Trust's shareholders of record and the SEC
including, but not necessarily limited to, Annual and Semi-Annual Reports to
shareholders, Semi-Annual Reports on Form N-SAR and Notices pursuant to Rule
24f-2;
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(l) Preparing and filing the Trust's tax returns;
(m) Monitoring compliance by the Trust with the Fund's
investment objective, policies, restrictions, tax matters and applicable laws
and regulations, including the 1940 Act, and performing related daily and
monthly compliance tests; and
(n) Preparing and furnishing the Trust (at the Trust's
request) with performance information (including yield, capital gain (loss) and
total return information) calculated in accordance with applicable U.S.
securities laws and reporting to external databases and any Nationally
Recognized Statistical Rating organization (after first consulting with the
Trust's treasurer) such information as may reasonably be requested.
In performing its duties as Administrator of the Trust, CF will act in
accordance with the Declaration of Trust, By-Laws, Prospectus of each Fund and
with the instructions and directions of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act and the rules
thereunder and all other applicable federal or state laws and regulations.
4. Allocation of Expenses and Fees. CF shall bear all expenses in
connection with the performance of its services under this Agreement, except as
noted below.
(a) CF will from time to time employ or associate with itself
such person or persons as CF may believe to be particularly suited to assist it
in performing services under this Agreement. Such person or persons may be
officers and employees who are employed by both CF and the Trust. The
compensation of such person or persons shall be paid by CF and no obligation
shall be incurred on behalf of the Trust in such respect.
(b) CF shall not be required to pay any of the following
expenses incurred by the Trust: membership dues in the Investment Company
Institute or any similar organization; investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with CF; outside auditing expenses; outside legal
expenses; or other expenses not specified in this Section 4 which may be
properly payable by the Trust.
(c) For the services to be rendered, the facilities to be
furnished and the payments to be made to CF, as provided for in this Agreement,
the Trust shall compensate CF for its services rendered pursuant to this
Agreement in accordance with the fees set forth in Schedule B, annexed hereto
and incorporated herein. Such fees do not include out-of-pocket disbursements of
CF for which CF will be entitled to xxxx
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separately. Out-of-pocket disbursements shall include the items specified in
Schedule C, annexed hereto and incorporated herein.
(d) CF will xxxx the Trust as soon as practicable after the
end of each calendar month, and said xxxxxxxx will be detailed in accordance
with the out-of-pocket schedule. The Trust will promptly pay to CF the amount of
such billing.
5. Limitation of Liability.
(a) CF shall not be liable to the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of its obligations and duties under this Agreement, except
a loss resulting from CF's willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Trust will indemnify CF against and hold it harmless from
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the willful misfeasance, bad faith or gross
negligence of CF in the performance of such obligations and duties or by reason
of its reckless disregard thereof. The Trust and CF agree that the obligations
of the Trust under this Agreement shall not be binding upon any of the members
of the Trust's Board of Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Board of Trustees and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such members of the
Board of 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, but shall bind only the assets and property of the
Trust as provided in the Declaration of Trust.
(b) In no event and under no circumstances shall either party
to this Agreement be liable to the other party for consequential or indirect
loss of profits, reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall become effective on the date hereof
and shall continue for a period of two (2) years (the "Initial Term") unless
earlier terminated pursuant to the terms of this Agreement. Thereafter this
Agreement may be renewed for successive terms of one (1) year ("Renewal Term")
each, provided, that each such Renewal Term is approved by the Board of Trustees
of the Trust, including the vote of a majority of the Trustees who are not
"Interested Persons," as defined by the 1940 Act and the rules thereunder, of
the Trust.
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(b) Either party may terminate this Agreement, without
penalty, at any time upon not than less than sixty (60) days' prior written
notice to the other party.
(c) In the event a termination notice is given by the Trust,
all reasonable out of pocket expenses associated with movement of records and
materials and conversion thereof will be borne by the Trust.
(d) This Agreement shall terminate automatically in the event
of its "assignment," as such term is defined by the 1940 Act and the rules
thereunder.
7. Amendment to this Agreement. No provision of this Agreement
may be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is bought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or CF shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.
To the Trust:
Cadre Institutional Investors Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000-0000
Attention: Treasurer
To CF:
Cadre Financial Services, Inc..
c/o Ambac Financial Group, Inc.
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
(b) This Agreement shall be construed in accordance with the
laws of the State of New York.
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(c) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(d) The captions of 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.
(e) This Agreement and the schedules hereto constitute the
entire agreement between the parties hereto with respect to the matters
described herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
Cadre Financial Services, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Title: President
Cadre Institutional Investors Trust
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Title: President
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SCHEDULE A
SERIES OF THE TRUST
* Liquid Asset Fund
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SCHEDULE B
FEE SCHEDULE FOR FUND ADMINISTRATION SERVICES
1. Administration Charges*
First $250 million of Funds average daily net assets 5 basis points per annum
Next $750 million of Funds average daily net assets 4 basis points per annum
Over $1 billion of Funds average daily net assets 3 basis points per annum
*Based on average daily net assets of the Fund.
