FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 20th day of November
2000, by and between Ayco Series Trust, a Delaware business trust (hereinafter
referred to as the "Trust") and Firstar Mutual Fund Services, LLC, a limited
liability company organized under the laws of the State of Wisconsin
(hereinafter referred to as "FMFS").
WHEREAS, the Trust is an open-end management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with its
own separate investment portfolio;
WHEREAS, FMFS is a limited liability company and, among other things, is in
the business of providing fund administration services for the benefit of its
customers; and
WHEREAS, the Trust desires to retain FMFS to act as Administrator for each
series of the Trust listed on Exhibit A attached hereto (each hereinafter
referred to as a "Fund"), as it may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and FMFS agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints FMFS as Administrator of the Trust on the terms
and conditions set forth in this Agreement, and FMFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein.
2. DUTIES AND RESPONSIBILITIES OF FMFS
A. General Fund Management
1. Act as liaison among all Fund service providers
2. Supply:
a. Corporate secretarial services
b. Office facilities (which may be in FMFS's or its affiliate's
own offices)
c. Non-investment-related statistical and research data as
needed
d. Assistance in preparing for, attending and administering
shareholder meetings
3. Coordinate Board of Trustees ("Board") communication by:
a. Establishing meeting agendas for all regular and special
Board meetings
b. Preparing Board reports based on financial and
administrative data
c. Evaluating independent accountants
d. Securing and monitoring fidelity bond and errors and
omissions/director and officer liability coverage, and
making the necessary Securities and Exchange Commission
("SEC") filings relating thereto
e. Preparing minutes of meetings of the Board and shareholders
meetings
f. Recommend dividend declarations and capital gain
distributions to the Board in accordance with distribution
policies detailed in the Trust's prospectus(es) and
statements of additional information (collectively
"Prospectus(es)") or Board resolutions, prepare and
distribute to appropriate parties notices announcing
declaration of dividends and other distributions to
shareholders
g. Provide personnel to serve as officers of the Trust if so
elected by the Board and attend Board meetings to present
materials for Board review
h. Maintaining awareness of significant emerging regulatory and
legislative developments that may affect each Fund; update
the Board and the Trust's investment manager ("Manager") on
those developments and provide related planning assistance
where reasonably requested or appropriate.
4. Audits
a. Prepare appropriate schedules and assist independent
accountants
b. Provide information to SEC and facilitate audit process
c. Provide office facilities
5. Assist in overall operations of the Trust and each Fund,
including
a. Preparing and updating documents, such as Trust's
Declaration of Trust, by-laws, and Blue Sky foreign
qualification filings
b. Providing support and counsel with respect to routine
regulatory examinations or investigations of the Trust and
work closely with the Trust's legal counsel in response to
any non-routine regulatory matters. Also, coordinate all
communications and data collection with regard to any
regulatory examinations and yearly audits by independent
accountants
c. Maintaining general corporate and compliance calendar for
the Trust
d. When requested, providing consultation on regulatory matters
relating to portfolio management, Trust operations and any
potential changes in each Fund's investment policies,
operations or structure
e. Preparing, proposing and monitoring the Trust budget,
including preparing Trust, Fund or class expense
projections, establish accruals and review on a periodic
basis, including expenses based on a percentage of average
daily net assets (e.g., management, and administrative fees)
and expenses based on actual charges annualized and accrued
daily (e.g. audit fees, registration fees, trustees' fees,
etc.).
f. For new Funds and classes, obtaining Employer or Taxpayer
Identification Number and CUSIP numbers, as necessary,
estimating organizational costs and expenses and monitoring
against actual disbursements.
6. Paying Trust and Fund expenses upon written authorization from an
appropriate officer of the Trust
7. Monitor arrangements under shareholder services or similar plans
8. Prepare, distribute, and utilize in compliance training sessions,
comprehensive compliance materials, including compliance manuals
and checklists, subject to review and comment by the Trust's
legal counsel, and develop or assist in developing guidelines and
procedures to improve overall compliance by the Trust and its
various agents.
B. Compliance
1. Regulatory Compliance
a. Monitor compliance with 1940 Act requirements, including:
1) Asset diversification tests
2) Average annual total return and SEC yield calculations
3) Maintenance of books and records under Rule 31a-3
b. Monitor each Fund's compliance with its policies and
investment limitations as set forth in the Trust's
Prospectus and Statement of Additional Information
c. Report compliance under the terms of the Codes of Ethics for
the Trust's trustees, officers, and access persons to the
Board
d. Report compliance to, and with the directives of, the Board
with respect to such matters as Board approved guidelines
and procedures regarding Rule 17a-7, Rule 17e-1, Rule 12d3-1
and Rule 10f-3
2. Blue Sky Compliance
a. Prepare and file with the appropriate state securities
authorities any and all required compliance filings relating
to the registration of the securities of the Trust so as to
enable the Trust to make a continuous offering of its shares
in all states
b. Monitor status and maintain registrations in each state
c. Provide information regarding material developments in state
securities regulation
3. SEC Registration and Reporting
a. Assist Trust counsel in updating the Trust's Registration
Statement, including any Prospectuses, contained therein,
and in preparing proxy statements and Rule 24f-2 notices
b. Prepare annual and semi-annual reports, Form N-SAR filings
and Rule 24f-2 notices
c. Coordinate the printing and filing of publicly disseminated
Prospectuses and reports and coordinate the preparation,
review and filing of post-effective amendments to the
Trust's Registration statement and supplements as needed
with respect to currently existing Funds only
d. File fidelity bond under Rule 17g-1
e. File shareholder reports under Rule 30b2-1
f. Monitor sales of each Fund's shares and ensure that such
shares are properly registered with the SEC
g. File Rule 24f-2 notices
3. IRS Compliance
a. Monitor the Trust's status as a regulated investment company
under Subchapter M of the Internal Revenue Code, including
without limitation, review of the following:
1) Asset diversification requirements
2) Qualifying income requirements
3) Distribution requirements
b. Calculate required distributions (including excise tax
distributions)
c. Monitor and periodically test, including on required
quarterly testing dates, each Fund's compliance with the
requirements of Subchapter L of the Internal Revenue Code
and applicable Treasury Regulations.
C. Financial Reporting
1. Provide financial data required by the Prospectus(es) ;
2. Prepare financial reports for officers, shareholders, tax
authorities, performance reporting companies, the Board, the SEC,
and independent auditors;
3. Supervise the Trust's Custodian and accountants in the
maintenance of the Trust's general ledger and in the preparation
of each Fund's financial statements, including oversight of
expense accruals and payments, of the determination of the net
asset value of each Fund's net assets and shares, and of the
declaration and payment of dividends and other distributions to
shareholders;
4. Compute the yield, total return and expense ratio of each class
of shares of each Fund, and each Fund's portfolio turnover rate;
and
5. Monitor the expense accruals and notify Trust management of any
proposed adjustments.
6. Prepare monthly financial statements for each Fund, which will
include without limitation the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
7. Prepare quarterly broker security transaction summaries.
D. Tax Reporting
1. Prepare and file on a timely basis appropriate federal and state
tax returns including, without limitation, Forms 1120/8610 with
any necessary schedules
2. Prepare state income breakdowns where relevant
3. File Form 1099 Miscellaneous for payments to trustees and other
service providers
4. Monitor wash losses
5. Calculate eligible dividend income for corporate shareholders
6. Notify Trust shareholders as to what portion, if any, of the
distributions made by the Trust during the prior fiscal year were
exempt-interest dividends under Section 852(b)(5)(A) of the
Internal Revenue Code.
3. COMPENSATION
The Trust, on behalf of each Fund, agrees to pay FMFS for the performance
of the duties listed in this Agreement, the fees and out-of-pocket expenses
as set forth in the attached Exhibit A. Notwithstanding anything to the
contrary, amounts owed by the Trust to FMFS shall only be paid out of the
assets and property of the particular Fund involved.
These fees may be changed from time to time, subject to mutual written
Agreement between the Trust and FMFS.
The Trust agrees to pay all fees and reimbursable expenses within twenty
(20) business days following the receipt of the billing notice.
4. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FMFS shall exercise reasonable care in the performance of its
duties under this Agreement. FMFS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in
connection with matters to which this Agreement relates, including losses
resulting from mechanical breakdowns or the failure of communication or
power supplies beyond FMFS's control, except a loss arising out of or
relating to FMFS's refusal or failure to comply with the terms of this
Agreement or from bad faith, negligence, or willful misconduct on its part
in the performance of its duties under this Agreement. Notwithstanding any
other provision of this Agreement, if FMFS has exercised reasonable care in
the performance of its duties under this Agreement, the Trust shall
indemnify and hold harmless FMFS from and against any and all claims,
demands, losses, expenses, and liabilities (whether with or without basis
in fact or law) of any and every nature (including reasonable attorneys'
fees) which FMFS may sustain or incur or which may be asserted against FMFS
by any person arising out of any action taken or omitted to be taken by it
in performing the services hereunder, except for any and all claims,
demands, losses, expenses, and liabilities arising out of or relating to
FMFS's refusal or failure to comply with the terms of this Agreement or
from bad faith, negligence or from willful misconduct on its part in
performance of its duties under this Agreement, (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to FMFS by any duly authorized officer of the Trust,
such duly authorized officer to be included in a list of authorized
officers furnished to FMFS and as amended from time to time in writing by
resolution of the Board of Trustees of the Trust.
FMFS shall indemnify and hold the Trust and its trustees and
officers harmless from and against any and all claims, demands, losses,
expenses, and liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees) which the Trust
and its trustees and officers may sustain or incur or which may be asserted
against the Trust and its trustees and officers by any person arising out
of any action taken or omitted to be taken by FMFS as a result of FMFS's
refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall take all
reasonable steps to minimize service interruptions for any period that such
interruption continues beyond FMFS's control. FMFS will make every
reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of FMFS. FMFS agrees
that it shall, at all times, have reasonable contingency plans with
appropriate parties, making reasonable provision for emergency use of
electrical data processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to inspect
FMFS's premises and operating capabilities at any time during regular
business hours of FMFS, upon reasonable notice to FMFS.
Regardless of the above, FMFS shall immediately notify the
Manager of administrative errors and shall immediately reprocess and
correct such errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the indemnitor
may be asked to indemnify or hold the indemnitee harmless, the indemnitor
shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the indemnitee
will use all reasonable care to notify the indemnitor promptly concerning
any situation which presents or appears likely to present the probability
of a claim for indemnification. The indemnitor shall have the option to
defend the indemnitee against any claim which may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over complete
defense of the claim, and the indemnitee shall in such situation initiate
no further legal or other expenses for which it shall seek indemnification
under this section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be asked to
indemnify the indemnitee except with the indemnitor's prior written
consent.
C. FMFS is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the Trust and its assets, and if the
liability relates to one or more series, the obligations hereunder shall be
limited to the respective assets of such series. FMFS further agrees that
it shall not seek satisfaction of any such obligation from the shareholder
or any individual shareholder of a series of the Trust, nor from the
Trustees or any individual Trustee of the Trust.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders), and
not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where FMFS 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.
6. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of two years. Subsequent to the initial two
year term, the Agreement may continue from year to year thereafter, if
approved by the Trust. This Agreement may be terminated by either party
upon giving 120 days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties. In addition,
this Agreement may be terminated by either party ("Terminating Party") if
the Terminating Party shall determine, in its sole judgment, exercised in
good faith, that the other party ("Terminated Party") is in material breach
of its duties under this Agreement, suffered a material adverse change in
its business, operations, financial condition, or prospects since the date
of this Agreement or is the subject of material adverse publicity; but no
termination shall be effective under this Section 6 until the Terminated
Party has been afforded not more than ten (10) business days to respond to
a statement by the Terminating Party concerning the reason for notice of
termination hereunder. This Agreement also may be amended by mutual
written consent of the parties.
7. RECORDS
FMFS shall keep records relating to the services to be performed hereunder,
in the form and manner, and for such period as it may deem advisable and is
agreeable to the Trust but not inconsistent with the rules and regulations
of appropriate government authorities, in particular, Section 31 of the
1940 Act and the rules thereunder. FMFS agrees that all such records
prepared or maintained by FMFS relating to the services to be performed by
FMFS hereunder are the property of the Trust and will be preserved,
maintained, and made available in accordance with such section and rules of
the 1940 Act and will be promptly surrendered to the Trust on and in
accordance with its request.
8. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner inconsistent with the 1940
Act or any rule or regulation promulgated by the SEC thereunder. In
addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order
of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
9. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
FMFS's duties or responsibilities hereunder is designated by the Trust by
written notice to FMFS, FMFS will promptly, upon such termination and at
the reasonable and documented expense of the Trust, transfer to such
successor all relevant books, records, correspondence, and other data
established or maintained by FMFS under this Agreement in a form reasonably
acceptable to the Trust (if such form differs from the form in which FMFS
has maintained, those books, records, correspondence and other data, the
Trust shall pay any reasonable and documented expenses associated with
transferring the data to such form), and will cooperate in the transfer of
such duties and responsibilities, including provision for assistance from
FMFS's personnel in the establishment of books, records, correspondence and
other data by such successor.
10. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS to
act as agent for the other party to this Agreement, or to conduct business
in the name of, or for the account of the other party to this Agreement.
11. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, which may be FMFS, shall furnish to FMFS the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon if FMFS is also acting in another capacity for
the Trust, nothing herein shall be deemed to relieve FMFS of any of its
obligations in such capacity.
12. NOTICES
Notices of any kind to be given by either party to the other party shall be
in writing and shall be duly given if mailed or delivered as follows:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
and notice to the Trust shall be sent to:
Ayco Series Trust
c/o Ayco Asset Management
One Wall Street
Albany, New York 12205-3894
c/o John Mastriani,
copies to General Counsel
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
AYCO SERIES TRUST FIRSTAR MUTUAL FUND SERVICES, LLC
By:/s/John J. Collins
--------------------------------- By:-------------------------------------
John J. Collins, III
Chief Financial Officer and Controller
Attest:----------------------------- Attest:---------------------------------
FUND ADMINISTRATION AND COMPLIANCE
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
EXHIBIT A
Separate Series of Ayco Series Trust
NAME OF SERIES DATE ADDED
Ayco Large Cap Growth Fund I
Annual fee based upon average assets:
The greater of the annual minimum of $40,000 or
8.75 (.000875) basis points on the first $200 million
7.5 (.00075) basis points on the next $500 million
5 (.0005) basis points on the balance
Plus out-of-pocket expense reimbursements, including but not limited to:
Postage
Programming
Stationery
Proxies
Retention of records
Special reports
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from board of trustees meetings
Auditing and legal expenses
Fees and out-of-pocket expense reimbursements are billed monthly
