FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made as of _______, 2007, by and between Xxxxxx Xxxxxxx FX Series
Funds, a Massachusetts business trust (the "Fund"), including any
portfolio/series thereof, as set forth on Schedule A (each, a "Portfolio" and
collectively, the "Portfolios") as may be amended from time to time, and Xxxxxx
Xxxxxxx Services Company Inc., a Delaware corporation (hereinafter called the
"MS Services"):
WHEREAS, on _________, 2007, the Fund (including the Portfolios) and Xxxxxx
Xxxxxxx Investment Advisors Inc. (the "Investment Adviser") entered into an
Investment Advisory Agreement (the "Investment Advisory Agreement");
WHEREAS, the Portfolios desire to retain MS Services to perform the
administrative services as described below; and
WHEREAS, MS Services desires to be retained by the Portfolio to perform
such administrative services;
Now, therefore, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. MS Services agrees to provide administrative services to each Portfolio as
hereinafter set forth. Without limiting the generality of the foregoing, MS
Services shall (i) administer the Portfolio's business affairs and supervise the
overall day-to-day operations of the Portfolio (other than rendering investment
advice); (ii) provide the Portfolio with full administrative services, including
the maintenance of certain books and records, such as journals, ledger accounts
and other records required under the Investment Company Act of 1940, as amended
(the "Act"), the notification to the Portfolio of available funds for
investment, the reconciliation of account information and balances among the
Portfolio's custodian, transfer agent and dividend disbursing agent and the
Portfolio, and the calculation of the net asset value of the Portfolio's shares;
(iii) provide the Portfolio with the services of persons competent to perform
such supervisory, administrative and clerical functions as are necessary to
provide effective operation of the Portfolio; (iv) oversee the performance of
administrative and professional services rendered to the Portfolio by others,
including its custodian, transfer agent and dividend disbursing agent, as well
as accounting, auditing and other services, including: (1) maintenance of the
books and records and accounting controls for the Portfolio's assets, including
records of all securities transactions; (2) daily calculation of the net asset
value for each of the Portfolios; (3) accounting for dividends and interest
received and distributions made by each of the Portfolios; (4) preparation and
filing of the Portfolio's U.S. tax returns and annual and semi-annual reports;
(5) the production of transaction data, financial reports and such other
periodic and special reports as the Board of Trustees of the Portfolio may
reasonably request; (6) the preparation of financial statements for the annual
and semi-annual reports and other shareholder communications; (7) liaison with
the Portfolio's independent registered public accounting firms; (8) monitoring
and administration of arrangements with the Portfolio's custodian and depository
banks; and (9) maintenance of (but not the payment for) the Fidelity Bond
required to be maintained under the Act and preparation of the filings required
in connection therewith; (v) provide the Portfolio with adequate general office
space and facilities; (vi) assist in the preparation and the printing of the
periodic updating of the Portfolio's registration statement, prospectus and
statement of additional information, tax returns, proxy statements, and reports
to its shareholders and the Securities and Exchange Commission; and (vii)
monitor the compliance of the Portfolio's investment policies and restrictions.
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2. MS Services shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from time
to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of MS Services shall be deemed to include
officers of MS Services and persons employed or otherwise retained by MS
Services (including officers and employees of the Fund, with the consent of the
Fund) to furnish services, statistical and other factual data, information with
respect to technical and scientific developments, and such other information,
advice and assistance as MS Services may desire. MS Services shall maintain each
Portfolio's records and books of account (other than those maintained by the
Portfolio's transfer agent, registrar, custodian and other agencies). All such
books and records so maintained shall be the property of the Portfolio and, upon
request therefor, MS Services shall surrender to the Portfolio such of the books
and records so requested.
3. The Portfolios will, from time to time, furnish or otherwise make available
to MS Services such financial reports, proxy statements and other information
relating to the business and affairs of the Portfolio as MS Services may
reasonably require in order to discharge its duties and obligations to the
Portfolio under this Agreement or to comply with any applicable law and
regulation or request of the Board of Trustees of the Portfolio.
4. For the services to be rendered, the facilities furnished, and the expenses
assumed by MS Services, the Portfolios shall pay to MS Services monthly
compensation calculated daily by applying the annual rate or rates set forth on
Schedule A to the net assets of each Portfolio. Except as hereinafter set forth,
compensation under this Agreement shall be calculated by applying 1/365th of the
annual rate or rates to the Portfolio's daily net assets determined as of the
close of business on that day or the last previous business day. If this
Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth on Schedule A. Payment of MS Services'
compensation for the preceding month shall be made as promptly as possible.
5. MS Services shall bear the cost of rendering the administrative services to
be performed by it under this Agreement, and shall, at its own expense, pay the
compensation of the officers and employees, if any, of the Fund who are also
directors, officers or employees of MS Services, and provide such office space
and equipment and such clerical and bookkeeping services as each Portfolio shall
reasonably require in the conduct of its business. MS Services shall also bear
the cost of heat, light, power and other utilities provided to each Portfolio
and the cost of out-of-pocket expenses incurred in the ordinary course of
providing services under this Agreement, such as telephone, fax, system usage,
internal controls assurance (such as a Statement on Auditing Standards (SAS) No.
70 report), envelopes, postage and special delivery mail. Each Portfolio shall
reimburse MS Services for any extraordinary expenses and the expenses of one or
more independent pricing services, approved from time to time by the Board of
Trustees of a Portfolio, to obtain securities prices in connection with
determining the net asset value of the Portfolio. The Portfolio will reimburse
MS Services for its share of the cost of such services based upon its actual use
of the services.
6. MS Services will use its best efforts in the performance of administrative
activities on behalf of each Portfolio, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, MS Services shall not be liable to the Portfolio or any
of its investors for any error of judgment or mistake of law or for any act or
omission by MS Services or for any losses sustained by the Portfolio or its
investors.
7. It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, director, officer or employee of, or
be otherwise interested in, MS Services, and in any
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person controlling, controlled by or under common control with MS Services, and
that MS Services and any person controlling, controlled by or under common
control with MS Services may have an interest in the Fund. It is also understood
that MS Services and any affiliated persons thereof or any persons controlling,
controlled by or under common control with MS Services have and may have
advisory, management, administration service or other contracts with other
organizations and persons, and may have other interests and businesses, and
further may purchase, sell or trade any securities or commodities for their own
accounts or for the account of others for whom they may be acting.
8. This Agreement shall continue unless terminated by either party by written
notice delivered to the other party within 30 days. In the event that the
Investment Advisory Agreement between any Portfolio and the Investment Adviser
is terminated, this Agreement will automatically terminate with respect to such
Portfolio.
9. This Agreement may be amended or modified by the parties in any manner by
written agreement executed by each of the parties hereto.
10. This Agreement may be assigned by either party with the written consent of
the other party.
11. This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on _______, 2007 in New York, New York.
ON BEHALF OF EACH PORTFOLIO OF THE
XXXXXX XXXXXXX CURRENCY FUNDS
AS SET FORTH IN SCHEDULE A
By:
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Attest:
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XXXXXX XXXXXXX SERVICES COMPANY INC.
By:
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Attest:
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SCHEDULE A
XXXXXX XXXXXXX SERVICES COMPANY INC.
SCHEDULE OF ADMINISTRATIVE FEES
Monthly compensation calculated daily by applying the following annual
rates to a Portfolio's average daily net assets:
PORTFOLIO
The FX Alpha Portfolio 0.080% of the daily net assets.
The FX Alpha Plus Portfolio 0.080% of the daily net assets.
A-1
