WS5170D
THE 00 XXXX XXXXXX FUND, INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated November 1, 1993 and amended and
restated as of January 1, 2001, between THE 00 XXXX XXXXXX FUND, INC., a
Maryland corporation (the "Corporation"), on behalf of each of its series and
classes of shares of common stock (referred to herein individually as a "Fund"),
and Xxxxx Brothers Xxxxxxxx Trust Company, LLC (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Corporation has been organized for the purpose of
investing its funds in securities and has retained an investment adviser on
behalf of each Fund for this purpose and desires to avail itself of the
facilities available to the Administrator with respect to the administration of
the day to day affairs of the Corporation and each Fund, and the Administrator
is willing to furnish such administrative services on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
Section 1. The Corporation hereby appoints the Administrator to
administer all aspects of the operations of the Corporation and each Fund
(except those subject to the supervision of a Fund's investment adviser),
subject to the overall supervision of the Directors of the Corporation for the
period and on the terms set forth in this Agreement. The Administrator hereby
accepts such appointment and agrees during such period to render the services
herein described and to assume the obligations set forth herein, for the
compensation herein provided.
Section 2. Subject to the supervision of the Directors of the
Corporation, the Administrator shall administer all aspects of the operations of
the Corporation and each Fund (except those subject to the supervision of a
Fund's investment adviser) and, in connection therewith, shall (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 each Fund (including those being maintained by
each Fund's custodian) other than those being maintained by each Fund's
investment adviser; (iii) furnish the Corporation and each Fund with ordinary
clerical, bookkeeping and recordkeeping services at such office facilities; (iv)
arrange, but not pay for, the preparation for each Fund of all required tax
returns and reports to its shareholders and the Securities and Exchange
Commission and the periodic updating of its prospectus; and (v) oversee the
performance of administrative and professional services to the Corporation and
each Fund by others, including each Fund's custodian, transfer agent and
shareholder servicing agent.
In connection with the services rendered by the Administrator under
this Agreement, the Administrator assumes and will pay all expenses incurred by
the Administrator or by the Corporation or a Fund in connection with
administering the ordinary course of business of the Corporation or a Fund,
other than those assumed by the Corporation herein.
The Corporation assumes and will pay the expenses described below:
(a) the fees and expenses of any investment adviser or expenses
otherwise incurred for a Fund in connection with the management of the
investment and reinvestment of its assets,
(b) the fees and expenses of Directors of the Corporation who are not
affiliated persons of the Administrator, or of any entity with whom the
Administrator has subcontracted its performance under this Agreement (the
"Subadministrator") or any investment adviser of a Fund or of an investment
company in which a Fund invests its investable assets,
(c) the fees and expenses of a Fund's custodian which relate to (i) the
custodial function and the recordkeeping connected therewith, (ii) the
maintenance of the required accounting records of the Fund not being maintained
by the Administrator or the Subadministrator, (iii) the pricing of the shares of
the Fund, including the cost of any pricing service or services which may be
retained pursuant to the authorization of the Directors of the Corporation, and
(iv) the cashiering function in connection with the issuance and redemption of
the Fund's securities,
(d) the fees and expenses of a Fund's transfer agent and shareholder
servicing agent, which relate to the maintenance of each shareholder account and
the fees and expenses of any eligible institution,
(e) the charges and expenses of legal counsel and independent
accountants for the Corporation and a Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to
a Fund in connection with its securities transactions,
(g) all taxes and corporate fees payable by the Corporation or a Fund
to federal, state or other governmental agencies,
(h) the fees of any trade association of which the Corporation may be
a member,
(i) the cost of certificates, if any, representing shares of a Fund,
(j) the fees and expenses involved in registering and maintaining
registrations of the Corporation and of Fund shares with the Securities and
Exchange Commission, registering the Corporation as a broker or dealer and
qualifying Fund shares under state securities laws, including the preparation
and printing of the Corporation's registration statements and Fund prospectuses
for filing under federal and state securities laws for such purposes,
(k) the cost of any liability insurance or fidelity bonds,
(l) allocable communications expenses with respect to investor services
and all expenses of shareholders' and Directors' meetings and of preparing,
printing and mailing reports and prospectuses to Fund shareholders in the amount
necessary for distribution to shareholders, and
(m) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of business of the Corporation or a
Fund. General expenses of the Corporation shall be allocated among the series
and classes, as the case may be, on the basis of relative net assets and direct
expenses shall be charged directly to the respective series and classes, as the
case may be.
Section 3. As full compensation for the services performed and the
facilities furnished by the Administrator, the Administrator shall receive a fee
from each Fund as identified in Appendix A hereto. Such fees are computed daily
and paid monthly at an annual rate of a percentage of the average daily net
assets of each Fund. As of the date (indicated in Appendix A) when substantially
all the investable assets of a Fund are invested in a corresponding open-end
management investment company in a two-tiered mutual fund structure, the fee
payable to the Administrator from that Fund shall be reduced by 0.025% of the
average daily net assets of that Fund and shall be as identified in Appendix A.
Section 4. The Administrator assumes no responsibility under this
Agreement other than to render the services called for hereunder, and
specifically assumes no responsibilities for investment advice or the investment
or reinvestment of a Fund's assets.
Section 5. The Administrator shall not be liable for any error of
judgment or for any loss suffered by the Corporation or a Fund in connection
with the matters to which this Agreement relates, except a loss resulting from
wilful misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its obligations and duties
under this Agreement.
Section 6. The Administrator may subcontract for the performance of its
obligations hereunder with any one or more persons; provided, however, that the
Administrator shall not enter into any such subcontract unless the Directors of
the Corporation shall have found the subcontracting party to be qualified to
perform the obligations sought to be subcontracted; and provided, further, that
unless the Corporation otherwise expressly agrees in writing, the Administrator
shall be as fully responsible to the Corporation for the acts and omissions of
any subcontractor as it would be for its own acts or omissions. If permitted by
the subadministration agreement between the Administrator and the
Subadministrator, the Subadministrator may authorize and permit any of its
directors, officers and employees who may be elected as officers of the
Corporation to serve in the capacities in which they are elected and the
Subadministrator will pay the salaries of all personnel of the Corporation who
are affiliated with the Subadministrator.
Section 7. This Agreement shall become effective with respect to each
Fund on the date determined by mutual agreement of the parties. This Agreement
shall continue in effect with respect to each Fund for two years from the date
of its effectiveness and thereafter, but only so long as its continuance is
specifically approved at least annually in the same manner as an investment
advisory contract under the 1940 Act; provided, however, that 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 0000 Xxx) 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).
Section 8. Nothing in this Agreement shall limit or restrict the right
of any director, officer or employee of the Administrator who may also be an
officer or employee of the Corporation to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
Section 9. During the term of this Agreement, the Corporation agrees to
furnish the Administrator at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of a Fund or the public, which refer
in any way to the Administrator, prior to use thereof and not to use such
material if the Administrator reasonably objects in writing within five business
days (or such other time as may be mutually agreed) after receipt thereof. In
the event of termination of this Agreement, the Corporation will continue to
furnish to the Administrator copies of any of the above-mentioned materials
which refer in any way to the Administrator. The Corporation shall furnish or
otherwise make available to the Administrator such other information relating to
the business affairs of the Corporation and each Fund as the Administrator at
any time, or from time to time, reasonably requests in order to discharge its
obligations hereunder.
Section 10. This Agreement may be amended only by mutual written
consent.
Section 11. The Directors have authorized the execution of this
Agreement in their capacity as Directors and not individually and the
Administrator agrees that neither Fund shareholders nor the Directors nor any
officer, employee, representative or agent of the Corporation shall be
personally liable upon, nor shall resort be had to their private property for
the satisfaction of, obligations given, executed or delivered on behalf of or by
the Corporation, that neither Fund shareholders nor the Directors, officers,
employees, representatives or agents of the Corporation shall be personally
liable hereunder, and that the Administrator shall look solely to the property
of the Corporation and each Fund for the satisfaction of any claim hereunder.
Section 12. 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 00 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000, Attention: Managing Director; or (2) to the
Corporation at The 00 Xxxx Xxxxxx Fund, Inc., 00 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Secretary.
Section 13. 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 by their officers designated below as of the day and year first above
written.
THE 00 XXXX XXXXXX FUND, INC.
By:
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By:
WS5170D
APPENDIX A
Annual Fee Annual Fee
prior to con- after con-
version to a version to a
Two-Tiered Two-Tiered
Mutual Fund Mutual Fund
NAME OF FUND Structure Structure
------------ ------------------ ------------------
The 00 Xxxx Xxxxxx
Xxxxxxx Xxxxx
Equity Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
European Equity
Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
X.X. Equity Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
Inflation-Indexed
Securities Fund 0.10% 0.075%
The 00 Xxxx Xxxxxx
International Equity
Fund1 0.15% 0.125%
The 00 Xxxx Xxxxxx
Tax-Efficient
Equity Fund2 0.15% 0.125%
The 00 Xxxx Xxxxxx
Xxxxxxxxxxxxx Xxxx0 0.15% 0.125%
The 00 Xxxx Xxxxxx
Xxxx Xxxxx Fixed Income Fund4 N/A 0.075%
The 00 Xxxx Xxxxxx
Xxxxx Market Fixed IncomeFund4 N/A 0.075%
1Added August 23, 1994.
2Added August 11, 1998.
3Added August 10, 1999. Not currently operational.
4Added May 9, 2000.
