ADMINISTRATION AGREEMENT
WPG GROWTH AND INCOME FUND
AGREEMENT made as of the 1st day of May, 1993, by and between WPG
GROWTH AND INCOME FUND, a Massachusetts business trust (the "Trust"), and XXXXX,
XXXX & XXXXX, a New York limited partnership (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Administrator to render services to the Trust,
and the Administrator is willing to render such services upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ADMINISTRATIVE SERVICES.
(a) Subject to the general supervision of the Board of Trustees of
the Trust, the Administrator will provide certain administrative
services to the Trust. The Administrator will, to the extent such
services are not required to be performed by others pursuant to
the custodian agreement, the transfer agency agreement (to the
extent that a person other than the Administrator is serving
thereunder as the Trust's transfer agent), or other arrangements
(i) provide supervision of all aspects of the Trust's operations
not referred to in Section 4 of the current Investment Advisory
Agreement between the Trust and the Trust's investment adviser
(the "Investment Advisory Agreement"); (ii) provide the Trust
with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to
provide effective administration of the Trust; (iii) arrange for,
at the Trust's expense, (a) the preparation for the Trust of all
required tax returns, (b) the preparation and submission of
reports to existing shareholders and (c) the periodic updating of
the Trust's prospectus and statement of additional information
and the preparation of reports filed with the Securities and
Exchange Commission and other regulatory authorities; (iv)
maintain all of the Trust's records not required to be maintained
by the investment adviser pursuant to Section 4(c) of the
Investment Advisory Agreement; (v) provide the Trust with
adequate office space and all necessary office equipment and
services,
including, without limitation, telephone service, heat,
utilities, stationery supplies and similar items; and (vi)
provide to the Trust transfer agency- related and shareholder
relations services and facilities and the services of one or more
of its employees or officers, or employees or officers of its
affiliates, relating to such functions (including salaries and
benefits, office space and supplies, equipment and teaching).
(b) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may
reasonably request. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
(c) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(d) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to others
so long as its services under this Agreement are not impaired
thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in Section
1 of this Agreement, the Administrator will pay all costs it incurs in
connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust, the
services of such of its partners, officers and employees as may duly be
elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. The Administrator
will not be required to pay any expenses of the Trust other than those
specifically allocated to the Administrator in this Section 2. In
particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organization expenses of the Trust;
(iii) fees and expenses incurred by the Trust in connection with membership
in investment company organizations; (iv) brokers' commissions; (v) payment
for portfolio pricing services to a pricing agent, if any; (vi) legal or
auditing expenses (including an allocable portion of the cost of its
employees rendering legal services to the Trust); (vii) interest, insurance
premiums, taxes or governmental fees; (viii) the fees and expenses of the
transfer agent of the Trust; (ix) the cost of preparing stock certificates
or any other expenses, including, without limitation, clerical expenses of
issue, redemption or repurchase of shares of the Trust; (x) the expenses of
and fees for registering or qualifying shares of the Trust for sale and of
maintaining the registration of the Trust and registering the Trust as a
broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who
are not affiliated with the Administrator; (xii) the cost of preparing and
distributing reports and notices to shareholders, the Securities and
Exchange Commission and other regulatory authorities; (xiii) the fees or
disbursements of custodians of the Trust's assets, including expenses
incurred in the performance of any obligations enumerated
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by the Declaration of Trust or By-Laws of the Trust insofar as they govern
agreements with any such custodian; (xiv) costs in connection with annual
or special meetings of shareholders, including proxy material preparation,
printing and mailing; or (xv) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Trust's business. The Administrator shall not be required to pay expenses
of activities which are primarily intended to result in sales of shares of
the Trust.
3. COMPENSATION OF THE ADMINISTRATOR.
(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will pay the Administrator on
the last day of each month a fee at an annual rate equal to 0.09%
per annum of the average daily net assets of the Trust. The
"average daily net assets" of the Trust shall be determined on
the basis set forth in the Trust's prospectus or otherwise
consistent with the 1940 Act and the regulations promulgated
thereunder.
(b) If the operating expenses of the Trust in any year (including the
administration fee referred to in Subsection (a) above, but
excluding taxes, brokerage commissions, interest, dividends on
securities sold short, distribution expenses, and extraordinary
legal fees and expenses) exceed the limits set by certain state
securities administrators in states in which shares of the Trust
are sold, the amount payable to the Administrator under
Subsection (a) above will be reduced (but not below $0) by the
amount of such excess. If amounts have already been advanced to
the Administrator under this Agreement, the Administrator will
return such amounts to the Trust to the extent required by the
preceding sentence.
(c) In addition to the foregoing, the Administrator may from time to
time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the
Administrator. Any such fee reduction or undertaking may be
discontinued or modified by the Administrator at any time.
4. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties
under this Agreement. Any person, even though also employed by the
Administrator, who may be or become an employee of and paid by the Trust
shall be deemed, when acting within the scope of his employment by the
Trust, to be acting in such employment solely for the Trust and not as its
employee or agent. It is understood and expressly stipulated that none of
the trustees or shareholders of the Trust shall be
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personally liable hereunder. None of the trustees, officers, agents or
shareholders of the Trust assume any personal liability for obligations
entered into on behalf of the Trust. All persons dealing with the Trust
must look solely to the property of the Trust for the enforcement of any
claims against the Trust. The Trust shall not be liable for any claims
against any other Series of the Trust.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain in
force until April 30, 1994 and shall continue for periods of one year
thereafter, but only so long as such continuance is specifically approved
at least annually by the vote of a majority of the Board of Trustees of the
Trust. This Agreement may, on 60 days' written notice to the other party,
be terminated at any time without the payment of any penalty by the Trust
or by the Administrator.
6. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. MISCELLANEOUS. The captions in 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. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WPG GROWTH AND INCOME FUND
By:________________________________
Its:_______________________________
XXXXX, XXXX & XXXXX
By:________________________________
Its:_______________________________
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