THE XXXXXXXX FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 29, 1995, by
and between The Xxxxxxxx Funds, a Massachusetts business trust having a
Declaration of Trust on file with the office of Secretary of State of the
Commonwealth of Massachusetts (the "Trust"), and Xxxxxx Guaranty Trust Company
of New York, a New York trust company ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the "Shares") are divided into multiple series (such series
together with any other series which may in the future be established, the
"Funds"); and
WHEREAS, the Trust wishes to engage Xxxxxx to provide certain
financial, fund accounting and administrative services for the Funds, and Xxxxxx
is willing to provide such services for each Fund, on the terms and conditions
hereinafter set forth;
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 XXXXXX.
1.1. Subject to the general direction and control of the Board of
Trustees of the Trust, Xxxxxx shall perform such financial, fund accounting,
administrative and related services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: a) preparing
each Fund's tax returns and financial statements and other financial reports for
review by the Trust's independent auditors; b) coordinating the Trust's annual
audits; c) developing the budget and establishing the rate of expense accrual
for each Fund; d) overseeing the preparation by the Trust's transfer agent (the
"Transfer Agent") of tax information for shareholders; and e) overseeing the
Trust's custodian and the Transfer Agent, including expense disbursement;
verifying the calculation of performance data for the Trust and its reporting to
the appropriate tracking services; and computing the amount and monitoring
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the frequency of distributing each Fund's dividends and capital gains and
confirming that they have been properly distributed to the shareholders of
record.
1.2. Xxxxxx shall keep the books of account of each Fund. Until
otherwise directed by the Trust, Xxxxxx shall compute the net asset value per
Share of the outstanding Shares of each Fund. Xxxxxx shall also calculate daily
the net income of each Fund as described in the Trust's currently effective
prospectus related to such Fund and shall advise the Trust and the Transfer
Agent daily of the total amount of such net income and, if instructed in writing
by an officer of the Trust to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per Share and the daily income of each
Fund shall be made at the time or times described from time to time in the
Trust's currently effective prospectus related to such Fund.
1.3. Xxxxxx shall provide such other related services as the Trust may
reasonably request, to the extent permitted by applicable law. Xxxxxx shall
provide all personnel and facilities necessary in order for it to provide the
services contemplated by this paragraph.
Xxxxxx assumes no responsibilities under this Agreement other than to
render the services called for hereunder, on the terms and conditions provided
herein. In the performance of its duties under this Agreement, Xxxxxx will
comply with the provisions of the Declaration of Trust and By-Laws of the Trust
and the stated investment objective, policies and restrictions of each Fund, and
will use its best efforts to safeguard and promote the welfare of the Trust, and
to comply with other policies which the Board of Trustees may from time to time
determine.
2. RECORDS. Xxxxxx shall with respect to each Fund create and maintain
all records relating to its activities and obligations under this Agreement in
such manner as will meet the obligations of the Trust under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Trust and shall at all times
during the regular business hours of Xxxxxx be open for inspection by duly
authorized officers, employees or agents of the Securities and Exchange
Commission.
3. OPINION OF THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS. Xxxxxx shall
take all reasonable action with respect to each Fund, as the Trust may from time
to time request, to obtain from year to year favorable opinions from the Trust's
independent public accountants with respect to its activities hereunder in
connection with the preparation of the Trust's registration statement on Form
N-1A, reports on Form N-SAR or other periodic reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
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4. LIAISON WITH INDEPENDENT PUBLIC ACCOUNTANTS. Xxxxxx shall act as
liaison with the Trust's independent public accountants and shall provide, upon
request, account analyses, fiscal year summaries and other audit-related
schedules. Xxxxxx shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion as such
may be required by the Trust from time to time.
5. ALLOCATION OF CHARGES AND EXPENSES. Xxxxxx shall bear all of the
expenses incurred in connection with carrying out its duties hereunder. Each
Fund shall pay the usual, customary or extraordinary expenses incurred by the
Fund or, as appropriate, the Trust and allocable to the Fund, including without
limitation compensation of Trustees; federal and state governmental fees;
interest charges; taxes; membership dues in the Investment Company Institute
allocable to the Trust; fees and expenses of the Trust's administrator, Xxxxxx
pursuant to the Shareholder Servicing Agreement and this Agreement, Xxxxxxxx
Group Inc. pursuant to the Fund Services Agreement, independent auditors, legal
counsel and of any transfer agent, registrar or dividend disbursing agent of the
Trust; expenses of preparing, printing and mailing prospectuses and statements
of additional information, reports, notices, proxy statements and reports to
shareholders and governmental offices and commissions; expenses of preparing and
mailing agendas and supporting documents for meetings of Trustees and committees
of Trustees; insurance premiums; fees and expenses of the Trust's custodian for
all services to the Trust, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of shareholder meetings;
expenses relating to the issuance, registration and qualification of Shares of
the Trust; and litigation and indemnification expenses.
6. COMPENSATION OF XXXXXX. For the services to be rendered and the
expenses to be borne by Xxxxxx hereunder, the Trust shall pay Xxxxxx a fee at an
annual rate as set forth on Schedule A attached hereto from each Fund. This fee
will be computed daily and will be payable as agreed by the Trust and Xxxxxx,
but no more frequently than monthly.
7. LIMITATION OF LIABILITY OF XXXXXX. Xxxxxx shall not be liable for
any error of judgment or mistake of law or for any act or omission in 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.
8. ACTIVITIES OF XXXXXX. The services of Xxxxxx to the Trust are not to
be deemed to be exclusive, Xxxxxx being free to engage in any other business or
to render services of any kind to any other corporation, firm, individual or
association.
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9. TERMINATION. This Agreement may be terminated as to any Fund at any
time, without the payment of any penalty, by the Board of Trustees of the Trust
or by Xxxxxx, in each case on not more than 60 days' nor less than 30 days'
written notice to the other party.
10. SUBCONTRACTING BY XXXXXX. Xxxxxx may subcontract for the
performance of its obligations hereunder with any one or more persons; PROVIDED,
HOWEVER, that, unless the Trust otherwise expressly agrees in writing, Xxxxxx
shall be as fully responsible to the Trust for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
13. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements,
terminations, extensions or other understandings relating to Xxxxxx'x provision
of financial, fund accounting or administrative services for the Funds. 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. Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their respective
successors, to the extent permitted by law.
14. 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 Xxxxxx at Xxxxxx Guaranty Trust Company
of New York, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Managing
Director, Funds Management Division, or (2) to the Trust at The Xxxxxxxx Funds
c/o Signature Broker- Dealer Services, Inc., 0 Xx. Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention:
Treasurer.
15. 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. The
undersigned officer of the Trust has executed this Agreement not individually,
but as an officer of the Trust under the Trust's Declaration of Trust, dated
November 4, 1992 as amended, and the
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obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust individually, but bind only the Trust estate.
THE XXXXXXXX FUNDS
By /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chairman and
Chief Executive Officer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx, Vice
President
FFASKPF3
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ADMINISTRATIVE SERVICES FEES
THE XXXXXXXX FUNDS (THE "TRUST")
The annual financial, fund accounting and administrative services fee
charged to and payable by each Fund is equal to its proportionate share of an
annual complex-wide charge. This charge is calculated daily based on the
aggregate net assets of the registered investment companies (collectively the
"Master Portfolios") in which the Funds, The JPM Institutional Funds or The JPM
Advisor Funds invest and in accordance with the following annual schedule:
0.06% on the first $7 billion of the Master Portfolios'
aggregate average daily net assets; and 0.03% of the Master
Portfolios' aggregate average daily net assets in excess of $7
billion
The portion of this charge payable by each Fund is determined by the
proportionate share that its net assets bear to the total of the net assets of
the Trust, The JPM Institutional Funds, The JPM Advisor Funds, the Master
Portfolios and other investors in the Master Portfolios for which Xxxxxx
provides similar services.
FFASKPF3
Approved:December 26, 1995
Effective December 29, 1995
