SCHRODER SERIES TRUST II
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT, made effective the 9th day of December, 1997, as amended and
restated as of this 1st day of June, 1999, between Schroder Series Trust II (the
"Trust"), a Delaware business trust and Schroder Fund Advisors Inc.
("Schroders") , a Maryland corporation each with their respective principal
place of business at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Trust is registered under the Investment Company Act of
1940. as amended (the 1940 Act"), as an open-end management investment company
and is authorized to issue shares of beneficial interest in separate series and
classes;
WHEREAS, the Trust has entered into an Investment Advisory Agreement
with Xxxxxxxx Investment Management North America Inc. (the "Adviser"), pursuant
to which the Adviser provides investment advisory services to the Trust's
series;
WHEREAS, the Trust desires that Schroder perform certain administrative
services for each series of the Trust as listed in APPENDIX A hereto (each, a
"Fund") and each class of shares of each Fund, if any, and Schroder is willing
to provide these services on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, the Trust and Schroder agree as follows:
SECTION 1. APPOINTMENT.
The Trust hereby appoints Schroder as administrator of the Trust and of
each Fund and any Class thereof, and Schroder hereby accepts such appointment,
all in accordance with the terms and conditions of this Agreement. In connection
therewith, the Trust has delivered to Schroder copies of its Trust Instrument
and the Trust's Registration Statement, and all amendments thereto, filed
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the 1940 Act (the "Registration Statement"), and the current prospectus and
statement of additional information of each Fund and any class thereof
(collectively, as currently in effect and as amended or supplemented, the
"Prospectus"), all in such manner and to such extent as may from time to time be
authorized by the Trust's Board of Trustees (the "Board"), and shall promptly
furnish Schroder with all amendments of or supplements to the foregoing.
SECTION 2. FURNISHING OF EXISTING ACCOUNTS AND RECORDS.
The Trust shall promptly turn over to Schroder such of the accounts and
records previously maintained by or for it as are necessary for Schroder to
perform its functions under this Agreement. The Trust authorizes Schroder to
rely on such accounts and records turned over to it and hereby indemnifies and
will hold Schroder, its successors and assigns, harmless of and from any and all
expenses. damages, claims, suits, liabilities, actions, demands and losses
whatsoever arising out of or in connection with any error, omission, inaccuracy
or other deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by Schroder
to knowledgeably perform its functions.
SECTION 3. ADMINISTRATIVE DUTIES
(a) Subject to the direction and control of the Board and in
cooperation with the Adviser, Schroder shall provide, or oversee, as applicable,
administrative services necessary for the Trust's operations with respect to
each Fund except those services that are the responsibility of the Adviser or
the Trust's custodian or transfer agent, all in such manner and to such extent
as may be authorized by the Board.
(b) With respect to the Trust, each Fund and any class thereof, as
applicable, Schroder shall:
(i) oversee: (A) the preparation and maintenance by the
Adviser and the Trust's
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subadministrator, custodian, transfer agent, dividend
disbursing agent, shareholder servicing agent and fund
accountant in such form. for such periods and in such
locations as may be required by applicable law. of all
documents and records relating to the operation of the Trust
or a Fund required to be prepared or maintained by the Trust
or its agents pursuant to applicable law; (B) the
reconciliation of account information and balances among the
Adviser and the Trust's custodian, transfer agent, dividend
disbursing agent, shareholder servicing agent and fund
accountant; (C) the transmission of purchase and redemption
orders for shares; (D) the notification to the Adviser of
available funds for investment; and (E) the performance of
fund accounting, including the calculation of the net asset
value of the shares;
(ii) oversee the performance of administrative and
professional services rendered to the Trust by others,
including its subadministrator, custodian. transfer agent and
dividend disbursing agent as well as legal, auditing and
shareholder servicing and other services performed for each
Fund or Class;
(iii) oversee the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus. tax
returns, and reports to shareholders, the Securities and
Exchange Commission (the "SEC") and state securities
commissions;
(iv) oversee the preparation of proxy and information
statements and any other communications to shareholders;
(v) at the request of the Board, provide the Trust with
adequate general office space and facilities and provide
persons suitable to the Board to serve as officers of the
Trust;
(vi) provide the Trust, at the Trust's request, with the
services of persons who are competent to perform such
supervisory or administrative functions as are necessary for
effective operation of the Trust;
(vii) oversee the preparation, filing and maintenance of the
Trust's governing documents, including the Trust Instrument
and minutes of meetings of Trustees and shareholders;
(viii) oversee with the cooperation of the Trust's counsel,
the Adviser, and other relevant parties, preparation and
dissemination of materials for Board meetings;
(ix) monitor sales of shares and ensure that such shares are
properly and duly registered with the SEC and applicable state
securities commissions;
(x) oversee the calculation of performance data for
dissemination to information services covering the investment
company industry, for sales literature of the Trust and other
appropriate purposes;
(xi) oversee the determination of the amount of, and supervise
the payment of, dividends and other distributions to
shareholders as necessary to, among other things, maintain the
qualification of each Fund as a regulated investment company
under the Internal Revenue Code of 1986, as amended, and
prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other
distributions to shareholders; and
(xii) advise the Trust and its Board on matters concerning the
affairs of the Trust or a Fund.
(c) Schroder shall oversee the preparation and maintenance, or
cause to be prepared and records in such form for such periods and in such
locations as may be required by applicable all documents and records relating to
the services provided to the Trust pursuant to this Agreement be maintained
pursuant to the 1940 Act, rules and regulations of the SEC the Internal Revenue
Service and any other national. state or local government entity with
jurisdiction over the Trust. The accounts and records pertaining to the Trust
that are in possession of Schroder or an entity Subcontracted by Schroder, shall
be the property of the Trust. The Trust or the Trust's authorized
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representatives. shall have access to such accounts and records at all times
during Schroder's, or its subcontractor's normal business hours. Upon the
reasonable request of the Trust. copies of any' such accounts and records shall
be provided promptly by Schroder to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor to any of
Schroder's obligations under this agreement, Schroder shall, at the expense and
direction of the Trust, transfer to such successor all relevant books. records
and other data established or maintained by Schroder , or its subcontractor,
under this Agreement.
SECTION 4. STANDARD OF CARE
(a) Schroder, in performing under the terms and conditions of this
Agreement. shall use its best judgment and efforts in rendering the services
described herein, and shall incur no liability for its status under this
Agreement or for any reasonable actions taken or omitted in good faith. As an
inducement to Schroder's undertaking to render these services, the Trust hereby
agrees to indemnify and hold harmless Schroder, its employees, agents, officers
and directors, from any and all loss, liability and expense, including any legal
expenses, arising out of Schroder's performance under this Agreement, or status,
or any act or omission of Schroder, its employees, agents, officers and
directors; provided that this indemnification shall not apply to Schroder's
actions taken or failures to act in cases of Schroder's own bad faith, willful
misconduct or gross negligence in the performance of its duties under this
Agreement; and further provided, that Schroder shall give the Trust notice and
reasonable opportunity to defend against any such loss. claim, damage, liability
or expense in the name of the Trust or Schroder, or both. The Trust will be
entitled to assume the defense of any suit brought to enforce any such claim or
demand, and to retain counsel of good standing chosen by the Trust and approved
by Schroder, which approval shall not be withheld unreasonably. In the event the
Trust does elect to assume the defense of any such suit and retain counsel of
good standing approved by Schroder, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any of
them; but in case the Trust does not elect to assume the defense of any such
suit, or in case Schroder does not approve of counsel chosen by the Trust or
Schroder has been advised that it may have available defenses or claims that are
not available or conflict with those available to the Trust, the Trust will
reimburse Schroder, its employees, agents, officers and directors for the fees
and expenses of any one law firm retained as counsel by Schroder or them.
Schroder may, at any time, waive its right to indemnification under this
agreement and assume its own defense. The provisions of paragraphs (b) through
(d) of this Section 4 should not in any way limit the foregoing:
(b) Schroder may rely upon the advice of the Trust or of counsel, who
may be counsel for the Trust or counsel for Schroder. and upon statements of
accountants, brokers and other persons believed by it in good faith to be expert
in the matters upon which they are consulted, and Schroder shall not be liable
to anyone for any actions taken in good faith upon such statements.
(c) Schroder may act upon any oral instruction that it receives and
that it believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction. Schroder shall have no
duty or obligation to make any inquiry or effort of certification of such oral
instruction.
(d) Xxxxxxxx shall not be liable for any action taken in good faith
reliance upon any written instruction or certified copy of any resolution of the
Board, and Schroder may rely upon the genuineness of any such document or copy
thereof reasonably believed in good faith by Schroder to have been validly
executed.
(e) Schroder may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
document believed by it to be genuine and to have been signed or presented by
the purchaser, Trust or other proper party or parties.
SECTION 5. EXPENSES
(a) Subject to any agreement by Schroder or other person to reimburse
any expenses of the Trust that
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relate to any Fund. the Trust shall be responsible for and assume the obligation
for payment of all of its expenses. including: (a) the fee payable under Section
6 hereof; (b) any fees payable to the Adviser: (c) any fees payable to Schroder;
(d) expenses of issue, repurchase and redemption of shares: (e) interest
charges. taxes and brokerage fees and commissions; (f) premiums of insurance for
the Trust, its Trustees and officers and fidelity, bond premiums; (g) fees,
interest charges and expenses of third parties, including the Trust's custodian,
transfer agent, dividend disbursing agent and fund accountant; (h) fees of
pricing, interest, dividend, credit and other reporting services; (i) costs of
membership in trade associations; (j) telecommunications expenses: (k) funds
transmission expenses; (l) auditing, legal and compliance expenses; (m) costs of
forming the Trust and maintaining its existence; (n) to the extent permitted by
the 1940 Act, costs of preparing and printing the Funds' Prospectuses.
application forms and shareholder reports and delivering them to existing
shareholders; (o) expenses of meetings of shareholders and proxy solicitations
therefor; (p) costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts, of calculating the net
asset value of shares of a Fund of the Trust and of preparing tax returns; (q)
costs of reproduction, stationery and supplies; (r) fees and expenses of the
Trust's Trustees; (s) compensation of the Trust's officers and employees who are
not employees of the Adviser or Schroder or their respective affiliated persons,
and costs of other personnel (who may be employees of the Adviser, Schroder or
their respective affiliated persons) performing services for the Trust; (t)
costs of Trustee meetings; (u) Securities and Exchange Commission registration
fees and related expenses; (v) state or foreign securities laws registration
fees and related expenses; and (w) all fees and expenses paid by the Trust in
accordance with any distribution plan adopted pursuant to Rule 12b-I under the
1940 Act or under any shareholder service plan or agreement.
(b) If the aggregate expenses of every character incurred by, or
allocated to, a Fund in any fiscal year, other than interest, taxes, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles. and
any extraordinary expense (including, without limitation, litigation and
indemnification expense), but including the fees provided for in Section 6 and
under an investment advisory agreement with respect to a Fund ("includable
expenses"), shall exceed the expense limitations applicable to that Fund imposed
by state securities law or regulations thereunder, as these limitations may be
raised or lowered from time to time, Schroder shall pay that Fund an amount
equal to a percentage of that excess ("Schroder's reimbursement"), such
Schroder's reimbursement to be in an amount proportionate to the total fees
payable on behalf of that Fund to Schroder and the Adviser. With respect to
portions of a fiscal year in which this Agreement shall be in effect, the
foregoing limitations shall be prorated according to the proportion which that
portion of the fiscal year bear to the full fiscal year. At the end of each
month of the Trust's fiscal year, Schroder will review the includable expenses
accrued during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed the limitations referred to in this Section 5(b) for a
fiscal year, the monthly fees payable to Schroder under this Agreement for such
month shall be reduced, subject to a later reimbursement to reflect actual
expenses, by an amount equal to a percentage (which shall be equal to Schroder's
reimbursement) of a pro rata portion (prorated on the basis of the remaining
months of the fiscal year, including the month just ended) of the amount by
which the includable expenses for the fiscal year (less an amount equal to the
aggregate of actual reductions made pursuant to this provision with respect to
prior months of the fiscal year) are expected to exceed the limitations provided
in this Section 5(b). For purposes of the foregoing, the value of the net assets
of each Fund shall be computed in the manner specified in Section 6, and any
payments required to be made by Schroder shall be made once a year promptly
after the end of the Fund's fiscal year.
SECTION 6. COMPENSATION
(a) In consideration of the services performed by Schroder under this
Agreement, the Trust will pay Schroder, with respect to each Fund, a fee at the
annual rate listed in APPENDIX B hereto. Such fee shall be accrued by the Trust
daily and shall be payable monthly in arrears on the first day of each calendar
month for services performed under this Agreement during the prior calendar
month. If the fees payable pursuant to this provision begin to accrue before the
end of any month or if this Agreement terminates before the end of any month,
the fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion that the period bears to the full month in
which the effectiveness or termination occurs. Upon the termination of this
Agreement, the Trust shall pay to Schroder such compensation as shall be payable
prior to the effective date of such termination.
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(b) In the event that this Agreement is terminated, Schroder shall be
reimbursed for charges and disbursements associated with promptly transferring
to its successor as designated by the Trust the original or copies of all
accounts and records maintained by Schroder under this Agreement, and
cooperating with, and providing reasonable assistance to its successor in the
establishment of the accounts and records necessary to carry out the successor's
or other person's responsibilities.
(c) Notwithstanding anything in this Agreement to the contrary,
Schroder and its affiliated may receive compensation or reimbursement from the
Trust with respect to: (i) the provision of services on behalf of a Fund or a
class thereof in accordance with any distribution plan adopted by the Trust with
respect to such Fund or class, pursuant to Rule 12b-I under the 1940 Act: or
(ii) the provision of shareholder support or other services. including
shareholder subaccounting services.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written with respect to each Fund is the Trust then existing and shall relate to
every other fund created as of the later of the date on which the Trust's
Registration Statement relating to the shares of such fund becomes effective or
the fund commences operations.
(b) This Agreement shall continue in effect for twelve months
and, thereafter, shall be automatically renewed each year for an additional term
of one year.
(c) This Agreement may be terminated with respect to a Fund at
any time, without the payment of any penalty: (i) by the Board on 60 days'
written notice to Schroder, or (ii) by Schroder on 60 days' written notice to
the Trust. Upon receiving notice of termination by Schroder, the Trust shall use
its best efforts to obtain a successor administrator. Upon receipt of written
notice from the Trust of the appointment of a successor and upon payment to
Schroder of all fees owed through the effective termination date, and
reimbursement for reasonable charges and disbursements, Schroder shall promptly
transfer to the successor administrator the original or copies of all accounts
and records maintained by Schroder under this Agreement including, in the case
of records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide reasonable
assistance to, the successor administrator in the establishment of the accounts
and records necessary to carry out the successor administrator's
responsibilities. For so long as Schroder continues to perform any of the
services contemplated by this Agreement after termination of this Agreement as
agreed to by the Trust and Schroder, the provisions of Sections 4 and 6 hereof
shall continue in full force and effect.
SECTION 8. ACTIVITIES OF SCHRODER
(a) Except to the extent necessary to perform Schroder's
obligations under this Agreement, nothing herein shall be deemed to limit or
restrict the right of Schroder, or any affiliate of Schroder, or any employee of
the Schroder, to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
(b) Schroder may subcontract any or all of its functions or
responsibilities pursuant to this Agreement to one or more corporations, trusts,
firms, individuals or associations, which may be affiliates of Schroder, who
agree to comply with the terms of this Agreement. Schroder may pay those persons
for their services, but no such payment will increase Schroder's compensation
from the Trust.
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SECTION 9. COOPERATION WITH INDEPENDENT AUDITORS
Schroder shall cooperate. if applicable with the Trust's independent
auditors and shall take reasonable action to make all necessary information
available to such auditors for the performance of their duties.
SECTION 10. SERVICE DAYS.
Nothing contained in this Agreement is intended to or shall require
Schroder, in any capacity under this agreement. to perform any functions or
duties on any day other than a business day of the Trust or of a Fund or class
thereof. Functions or duties normally scheduled to be performed on any day that
is not a business day of the Trust or of a Fund shall be performed on, and as
of, the next business day. unless otherwise required by law.
SECTION 11. NOTICES.
Any notice or other communication required by or permitted to be given
in connection with this Agreement shall be in writing and shall be delivered in
person, or by first-class mail, postage prepaid, or by overnight or two-day
private mail service to the respective party. Notice to the Trust shall be given
as follows or at such other address as the Trust may designate in writing:
Schroder Series Trust II
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice to Schroder shall be given as follows or at such other address as
Schroder may designate in writing:
Schroder Fund Advisors Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notices and other communications received by the parties at the addresses listed
above shall be deemed to have been properly given.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY.
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Fund under this Agreement,
and Schroder agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which Schroder's rights or claims relate in settlement of such rights or
claims, and not to the Trustees of the Trust or the shareholders of the Fund.
SECTION 13. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified
in any manner except by a written agreement properly authorized and executed by
both parties hereto.
(b) This Agreement may be executed in two or more
counterparts, each of which, when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
(c) If any part, term or provision of this Agreement is held
to be illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
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(d) Section and Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
(e) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Schroder or by Schroder without the written consent of the Trust
authorized or approved by a resolution of the Board.
(f) This Agreement shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
SCHRODER SERIES TRUST II
By: /s/ Xxxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
SCHRODER FUND ADVISORS INC
By: /s/ Xxxxxxxxx Xxx
-------------------------
Name: Xxxxxxxxx Xxx
Title: Senior Vice President
APPENDIX A
FUNDS OF THE TRUST
Schroder All-Asia Fund
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APPENDIX B
ADMINISTRATION FEES
Fee as % of the Average Annual
Funds of the Trust Daily Net Assets of the Fund
------------------ ----------------------------
Schroder All-Asia Fund 0.05%
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