ADMINISTRATION AGREEMENT
AGREEMENT is made this ___th day of _______, 2000 by and be-
tween FIRST DEFINED SECTOR FUND, a Massachusetts business trust
(the "Trust"), and INVESTMENT COMPANY ADMINISTRATION, L.L.C., an Arizona
Limited Liability Company, (the "Administrator").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940 (the ">1940 Act"),
and
WHEREAS, the Trust wishes to retain the Administrator to
provide certain administrative services in connection with the management of the
operations of the portfolio of the Trust and the Administrator is willing to
furnish such services:
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 the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the portfolio operations for the period and on the terms
set forth in this Agreement. The Administrator agrees to comply with all
relevant provisions of the 1940 Act, applicable rules and regulations
thereunder, and other applicable law.
2. Services on a Continuing Basis. The Administrator will
perform the following services as detailed on the attached Administrative
Services list which would be daily, weekly or as otherwise appropriate.
3. Responsibility of the Administrator. The Administrator
shall be under no duty to take any action on behalf of the Trust or the
portfolio except as set forth herein or as may be agreed to by the Administrator
in writing. In the performance of its duties hereunder, the Administrator shall
be obligated to exercise reasonable care and diligence and to act in good faith
and to use its best efforts. Without limiting the generality of the foregoing or
any other provision of this Agreement, the Administrator shall not be liable for
delays or errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. Reliance Upon Instructions. The Trust agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Trustees of the Trust
and shall incur no liability to the Trust or the investment adviser to any
portfolio in acting upon such oral or written instructions, provided such
instructions reasonably appear to have been received from a person duly
authorized by the Board of Trustees of the Trust to give oral or written
instructions on behalf of the Trust or any portfolio.
5. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and portfolio and all prior, present or
potential shareholders, except after prior notification to, and approval of
release of information in writing by, the Trust, which approval shall not be
unreasonably withheld where the Administrator 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
Trust or by a portfolio.
6. Equipment Failures. In the event of equipment failures or
the occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties to prevent or remedy
such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this Agreement, each Fund set forth in Schedule
A will pay to the Administrator a monthly fee at the rate set forth in Schedule
A, which Schedule may be amended from time to time, pursuant to Section 10 of
this Agreement.
8. Indemnification. The Trust and portfolio agree to indemnify
and hold harmless the Administrator from all taxes, filing fees, charges,
expenses, assessments, claims and liabilities (including without limitation,
liabilities arising under the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act, and any state and foreign securities laws, all as
amended from time to time) and expenses, including (without limitation)
reasonable attorneys fees and disbursements, reasonably arising directly or
indirectly from any action or thing which the Administrator takes or does or
omits to take or do at the request of or in reliance upon the advice of the
Board of Trustees of the Trust, provided that the Administrator will not be
indemnified against any liability to a portfolio or to shareholders (or any
expenses incident to such liability) arising out of the Administrator's own
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties and obligations under this Agreement. The Administrator agrees to
indemnify and hold harmless the Trust and each of its Trustees from all claims
and liabilities (including without limitation, liabilities under the Securities
Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any state
and foreign securities laws, all as amended from time to time) and expenses,
including (without limitation) reasonable attorneys fees and disbursements,
arising directly or indirectly from any action or thing which the Administrator
takes or does or omits to take or do which is in violation of this Agreement or
not in accordance with instructions properly given to the Administrator, or
arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
9. Duration and termination. This Agreement shall continue
until termination by the Trust on behalf of any portfolio (by resolution of the
Board of Trustees) or the Administrator on 60 days= written notice to the other
party. All notices and other communications hereunder shall be in writing.
10. Amendments. This Agreement or any part hereof may be
changed or waived only by instrument in writing signed by the party against
which enforcement of such change or waiver is sought, provided such amendment is
specifically approved by the Board of Trustees of the Trust.
11. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties thereto with respect to the
services to be performed hereunder, and supersedes all prior agreements and
understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in California and
governed by California law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement will not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the date first
written above.
FIRST DEFINED SECTOR FUND
By:________________________________________
Name:
Title:
INVESTMENT COMPANY ADMINISTRATION, L.L.C.
By:________________________________________
Name:
Title:
