SUBADMINISTRATION AGREEMENT
SUBADMINISTRATION AGREEMENT, dated as of May 10, 2001 by and between
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ TRUST COMPANY, LLC (the "Administrator") and ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ADMINISTRATORS, INC., a Delaware corporation (the "Subadministrator").
W I T N E S S E T H:
WHEREAS, the Administrator has entered into an Administration Agreement
(the "Administration Agreement") with BBH Common Settlement II Fund, Inc. dated
as of May 10, 2001 (the "Corporation"); and
WHEREAS, as permitted by Section 6 of the Administration Agreement, the
Administrator desires to subcontract some or all of the performance of its
obligations thereunder to the Subadministrator, and the Subadministrator desires
to accept such obligations; and
WHEREAS, the Administrator wishes to engage the Subadministrator to
provide certain administrative services on the terms and conditions hereinafter
set forth, so long as the Directors of the Corporation shall have found the
Subadministrator to be qualified to perform the obligations sought to be
subcontracted.
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. Duties of the Subadministrator. The Subadministrator shall perform
such administrative and management services as may from time to time be agreed
to between the Administrator and the Subadministrator. The administrator shall
perform administrative and management services including the following: (i)
furnish the Corporation with adequate office facilities, utilities, office
equipment and related services; (ii) be responsible for the financial and
accounting records required to be maintained for the Corporation (including
those being maintained by the Corporation's custodian) other than those being
maintained by the Corporation's investment adviser; (iii) furnish the
Corporation with ordinary clerical, bookkeeping and recordkeeping services at
such office facilities; (iv) arrange, but not pay for, the preparation for the
Corporation of all required tax returns and reports to its investors and the
Securities and Exchange Commission and the periodic updating of the
Corporation's registration statement; (v) oversee the performance of
administrative and professional services to the Corporation by others, including
the Corporation's custodian; and (vi) authorize and permit any of its Directors,
officers and employees who may be elected as Directors or officers of the
Corporation to serve in the capacities in which they are elected.
Notwithstanding the foregoing, the Subadministrator under this Agreement shall
not be deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the assets of the Corporation or the
rendering of investment advice and supervision with respect thereto, nor shall
the Subadministrator under this agreement be deemed to have assumed or have any
responsibility with respect to functions specifically assumed by any transfer
agent, shareholder servicing agent or custodian of the Corporation.
2. Compensation of Subadministrator. For the services to be rendered
and the facilities to be provided by the Subadministrator hereunder, the
Administrator shall pay an administrative fee to the Subadministrator as may
from time to time be agreed to between the Administrator and the
Subadministrator. The Subadministrator assumes and will pay the salaries and
expenses of all personnel of the Corporation who are affiliated with the
Subadministrator.
3. Limitation of Liability of the Subadministrator. The
Subadministrator shall not be liable for any error of judgment or mistake of law
or for any act or omission in the administration or management of the
Corporation or the performance of its duties hereunder, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of the reckless disregard of its obligations and duties hereunder. As
used in this Section 4, the term "Subadministrator" shall include the
Subadministrator and/or any of its affiliates and the Directors, officers and
employees of the Subadministrator and/or any of its affiliates.
4. Activities of the Subadministrator. The services of the
Subadministrator are not to be deemed to be exclusive, the Subadministrator
being free to render administrative and/or other services to other parties. It
is understood that Directors, officers, and investors in the Corporation are or
may become interested in the Subadministrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Subadministrator and/or any of its affiliates are or may become
similarly interested in the Corporation and that the Subadministrator and/or any
of its affiliates may be or become interested in the Corporation as an investor
or otherwise.
5. Termination. This Agreement may be terminated by the Corporation at
any time, without the payment of any penalty, by the Directors of the
Corporation or by a vote of a majority of the outstanding voting securities (as
defined in the ▇▇▇▇ ▇▇▇) of the Corporation, upon not less than 60 days' written
notice to the Administrator, or by the Administrator at any time, without the
payment of any penalty, upon not less than 90 days' written notice to the
Corporation. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
6. Amendment. The parties may amend this Agreement and include such
other terms and conditions as may from time to time be agreed to between the
Administrator and the Subadministrator, so long as the Directors of the
Corporation shall have found the subcontracting party to be qualified to perform
the obligations sought to be subcontracted.
7. Notice. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Senior Vice President; or (2) to the
Subadministrator at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ TRUST COMPANY, LLC
By:
Name:
Title:
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ADMINISTRATORS, INC.
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
