Exhibit (g)(1)
Administrative Services Agreement Between
the Xxxxxxxxx-Xxxxxxxx Trust
and
Money Management Associates,
as amended
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
THE XXXXXXXXX-XXXXXXXX TRUST
AND
MONEY MANAGEMENT ASSOCIATES
This Administrative Services Agreement (the "Agreement") is entered
into this day 23rd of July, l992 by and between The Xxxxxxxxx-Xxxxxxxx Trust
(the "Trust") and Money Management Associates ("MMA" sometimes hereinafter
referred to as the
"Administrator")
RECITALS
I. WHEREAS MMA and its personnel have expertise and experience in
providing administrative services to registered investment management companies,
and
II. WHEREAS The parties wish to set forth herein the manner and terms
upon which services will be provided.
NOW THEREFORE, the parties hereto agree as follows:
EMPLOYMENT OF MMA
1. MMA shall pay for all administrative costs of the Funds comprising
the Trust not hereinafter specifically assumed by the Funds where such expenses
are incurred by the Administrator in connection with the administration of the
affairs of the Funds. The Funds assume and shall pay or reimburse the
Administrator for interest expenses (if any) and extraordinary legal expenses.
2. As compensation for the services to be rendered and the charges and
expenses to be assumed and paid by the Administrator as provided above, the
Funds shall pay the Administrator an annual fee based on the average daily net
asset value of the respective Fund in accordance with the following schedule:
Growth Fund......................1.00% (one percent)
Emerging Growth Fund.............1.00% (one percent)
Utility Income Fund..............0.70% (70/l00's of one percent)
The fee will be paid monthly. In the event of termination of this contract, the
fee shall be computed on the basis of the period ending on the last business day
on which this contract is in effect subject to a pro rata adjustment based on
the number of days elapsed in the current month as a percentage of the total
number of days in such month.
In addition to the fees described above, the Administrator may impose a
charge of $5 per month on any account whose average daily balance for the month
falls below $500 due to redemptions. The fee will continue to be imposed during
months when the account balance remains below $500. The fee will be imposed on
the last business day of the month. This fee will not be imposed on
tax-sheltered retirement plans or accounts established under the Uniform Gifts
or Transfers to Minors Act
3. Subject to and in accordance with the governing instruments of the
Trust and of the Administrator respectively, directors, officers, agents and
stockholders of the Funds are or may be interested in the Administrator (or any
successor thereof) as shareholders or otherwise; and the effect of any such
interrelationships shall be governed by said governing instruments and the
applicable provisions of the Investment Company Act of 1940.
Page 2
4. This contract shall continue in effect until the first meeting of
the shareholders of the Funds (but in no event longer than two years from the
date hereof), and if approved at such shareholders' meeting, until two years
from the date hereof, and thereafter only so long as such continuance is
approved at least annually by a vote of a majority of the Trust's Board of
Trustees, including the votes of a majority of the Trustees who are not parties
to such contract or interested persons of any such party, cast in person at a
meeting called for the purpose of voting such approval. Provided, however, that
(a) this Contract may be terminated without penalty either by vote of the Board
of Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Funds, on sixty-days prior written notice to the
Administrator, (b) this Contract shall automatically terminate in the event of
its assignment (within the meaning of the Investment Company Act of 1940), and
(c) this Contract may be terminated by the Administrator on sixty-days prior
written notice to the Trust. Any notice under this Contract shall be given in
writing, addressed and delivered, or mailed postpaid, to the other party at any
office of such party. As used in this Agreement, the terms "interested persons"
and "vote of a majority of the outstanding securities" shall have the respective
meanings set forth in Section 2 (a) (19) and Section 2(a) (42) of the Investment
Company Act of 1940.
5. The services of the Administrator to the Trust hereunder are not to
be deemed exclusive, and the Administrator shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.
The Administrator shall for purposes herein be deemed to be an independent
contractor and shall, unless 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.
Page 3
6. No provisions of this Agreement shall be deemed to protect the
Administrator against any liability to the Trust or its shareholders to which it
otherwise would be subject by reason of any willful misfeasance, bad faith or
gross negligence in the performance of its duties or the reckless disregard at
its obligations under this Agreement. Nor shall any provisions hereof be deemed
to protect any Trustee or officer of the Trust against any such liability to
which he might otherwise be subject by reason of any willful misfeasance, bad
faith or gross negligence in the performance of his duties or the reckless
disregard of his obligations. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
7. Upon delivery of services by MMA to the Funds, MMA shall prepare and
submit to the Funds an invoice for the amounts to be paid by the Funds under the
Agreement. The invoice shall contain a description of the services rendered. The
calculation of the amount of the invoice shall be in accordance with the fee
schedule as set forth in Section 2. which has been reviewed as to the
reasonableness of the amounts by the Trustees of the Trust who are not
"interested persons" of the Trust. Within thirty (30) days of receipt of such
invoice, the Funds shall pay to MMA all amounts indicated as due and payable
notwithstanding the provisions of Section 8. of this Agreement.
8. If the Trust or its designees shall determine any discrepancy in the
invoice, the Trust shall give MMA written notice of such discrepancy and the
amount thereof. Within ten (10) days after receipt of such notice, MMA shall
either pay the Trust the amount of the discrepancy or inform the Trust in
writing that MMA disputes the existence or amount of the discrepancy. If MMA
disputes the existence or amount of the discrepancy, the parties agree that for
a period of thirty (30) days they shall use their best efforts to resolve such
dispute on a mutually satisfactory basis.
Page 4
9. Any dispute or disagreement arising between MMA and the Trust in
conjunction with any provision of this Agreement, or the compliance or
non-compliance therewith, or the validity or enforceability thereof which is not
settled within thirty (30) days (or such other period as may be mutually agreed
upon) from the date that either party informs the other in writing that such
dispute or disagreement exists, shall be settled by arbitration in accordance
with rules set by a three member panel, one member each selected by MMA and the
Trust and the third being an attorney selected by mutual agreement of MMA and
the Trust, the aforesaid with all charges submitted by said attorney to be
shared equally by MMA and the Trust. The member representing the Trust shall be
selected by a majority of the Trustees of the Trust who are not interested
persons" of the Trust. A decision shall be rendered by the panel within thirty
(30) days of a meeting held in such place or places as may be agreed by the
panel, and MMA and the Trust shall comply with such decision. The decision of
the panel shall be final and not subject to judicial review, and judgment may be
entered thereon in accordance with applicable law in any court having
jurisdiction thereof.
10. Absent willful misfeasance, bad faith, gross negligence or reckless
disregard of duties, MMA shall not be liable to the Trust for any special,
incidental, or consequential damages for losses arising out of or relating to
the performance of its obligations under this Agreement, whether or not such
damages or losses were caused by the acts or omissions of MMA or its employees.
MMA is fully responsible for the accurate transmission to the Trust of
information provided to MMA by third parties but is not responsible for the
accuracy of the information so provided.
11. All documents and files which may be or have been furnished by MMA
to the Trust and which may be produced or prepared by MMA in connection with
this Agreement shall be and remain the exclusive property of the Trust.
12. MMA will preserve for the periods required in Rule 31a-2 of the
General Rules and Regulations under the Investment Company Act of 1940 such
records maintained by it as are required to be maintained by Rule 31a-l of such
rules.
Page 5
13. At the option of a majority of the Trustees of the Trust who are
not "interested persons" of the Trust, the books and records of MMA , insofar as
such books and records pertain to the services, shall be available for
inspection by the Trust and its agents at the offices of MMA during regular
business hours, upon prior written notice to MMA by the Trust.
14. Neither MMA nor the Trust shall be considered to be in default in
the performance of their respective obligations hereunder to the extent that the
performance of any such obligation or obligations is prevented or delayed by Act
of God or any cause beyond the control of MMA or the Trust, as the case may be.
In the event of equipment breakdown beyond its control, MMA shall take
reasonable steps to minimize service interruptions.
15. The services as provided by MMA in accordance with this Agreement
shall not be deemed accepted until the Trust has verified the content and
accuracy of those services provided by MMA. The Trust shall notify MMA in
writing within ten (10) days of the Trust's receipt of services of its
acceptance or rejection of such services. If such notification is not received
within ten (10) days of the Trust's receipt of services, the services will be
deemed to have been accepted.
16. In the event that MMA fails to meet the performance schedules (if
any) contained herein and such failure is not caused by the Trust, MMA shall
take such steps as may be necessary to improve the schedule(s) in such form as
is required to meet such performance or delivery schedules (if any) described
herein.
17. MMA and the Trust may amend, modify or supplement this Agreement
only by a written instrument executed by both MMA and the Trust. If any such
amendment, modification, or supplement causes an increase or decrease in the
price of, or time required for, the performance of this Agreement, an equitable
adjustment shall be made, and this adjustment shall be mutually agreed upon by
MMA and the Trust and the Agreement modified in writing accordingly.
Page 6
18. All notices, demand and other communications required or permitted
to be given hereunder shall be made in writing and shall be deemed to be duly
given if personally delivered or if deposited in the United States mail,
registered or certified mail, with postage prepaid, and addressed to the
appropriate party at the address set forth below, or at such other address as
the parties may designate in writing delivered in accordance with the provisions
of this section 18.
If to MMA
Money Management Associates
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX. 00000
Attention: Xxxxxx X. X'Xxxxxx, General Partner
If to the Trust:
The Xxxxxxxxx-Xxxxxxxx Trust
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
19. This Agreement is intended by the parties as a full expression of
their agreement with respect to the subject matter hereof and a complete and
exclusive statement of the terms thereof. No course of prior dealings between
the parties and no usage of trade shall be relevant or admissible to supplement,
explain, or vary any of the terms of this Agreement. Acceptance of, or
acquiescence in, a course of performance rendered under this Agreement shall not
be relevant or admissible to vary the terms and meaning of this Agreement, even
though the accepting or acquiescing party has knowledge of the nature of the
performance and the opportunity to make objection. No representations,
undertakings, or agreements have been made or relied upon in the making of this
Agreement other than those specifically set forth herein.
20. This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland and shall be binding upon and shall inure
to the benefit of the parties hereto.
Page 7
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
WITNESS: MONEY MANAGEMENT ASSOCIATES
/s/Xxxxxx X'Xxxxxx
By: General Partner
WITNESS: XXXXXXXXX-XXXXXXXX TRUST
/s/Xxxxxxx X. Major
By: Vice-President & Secretary
Page 8
AMENDMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
XXXXXXXXX-XXXXXXXX TRUST
AND
MONEY MANAGEMENT ASSOCIATES
The following amendment is hereby made to the Administrative Services
Agreement dated July 23, 1992, by and between the Xxxxxxxxx-Xxxxxxxx Trust and
Money Management Associates. The following paragraph is added to section 2 of
said contract:
As compensation for the services to be rendered and the charges and
expenses to be assumed and paid by the Administrator as provided in
Section 1, the Gold Fund of the Trust shall pay the Administrator an
annual fee of 1.00% (one percent) of the average daily net asset value
of the Fund. The fee will be paid monthly.
Witness XXXXXXXXX-XXXXXXXX TRUST
/s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Major
Secretary
Witness MONEY MANAGEMENT ASSOCIATES
/s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxx X'Xxxxxx
General Partner
Date:March 7, 1994
AMENDMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
XXXXXXXXX-XXXXXXXX TRUST
AND
MONEY MANAGEMENT ASSOCIATES
The following is an amendment to the Administrative Services Agreement
dated July 23, 1992, by and between the Xxxxxxxxx-Xxxxxxxx Trust and Money
Management Associates. Section 4 is amended to read as follows:
This contract shall continue in effect only so long as such
continuance is approved at least annually by a vote of a majority of
the Trust's Board of Trustees, including the votes of a majority of
the Trustees who are not parties to such contract or interested
persons if any such party, cast in person at a meeting called for the
purpose of voting such approval. Provided, however, that (a) this
Contract may be terminated without penalty by vote of the Board of
Trustees of the Trust, on sixty-days prior written notice to the
Administrator, (b) this Contract shall automatically terminate in the
event of its assignment (within the meaning of the Investment Company
Act of 1940), and (c) this Contract may be terminated by the
Administrator on sixty-days prior written notice to the Trust. Any
notice under this Contract shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any office of
such party. As used in this Agreement, the term "interested persons"
shall have the meaning set forth in Section 2 (a) (19) of the
Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of July 28,
1994.
WITNESS: MONEY MANAGEMENT ASSOCIATES
/s/ Xxxxxx X'Xxxxxx
By General Partner
WITNESS: XXXXXXXXX-XXXXXXXX TRUST
/s/ Xxxxxxx X. Major
By: Vice-President and Secretary
AMENDMENT TO
ADMINISTRATION SERVICES AGREEMENT
BETWEEN
XXXXXXXXX-XXXXXXXX TRUST
AND
MONEY MANAGEMENT ASSOCIATES
The following amendment is hereby made to the Administrative Agreement
dated July 23, 1992 between the Xxxxxxxxx-Xxxxxxxx Trust and Money Management
Associates.
The following shall be added under "Employment of MMA":
18. The Trust hereby employs MMA to
perform the services as set forth in
Schedule I to this Agreement.
Schedule I, Description of Services Provided by MMA to the Trust, is
also made part of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
April 24, 1997.
Witness XXXXXXXXX-XXXXXXXX TRUST
/s/ Xxxxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxx
by Xxxxxxxxx X. Xxxxx by: Xxxxx X. Xxxxxxxxx
Chairman
Witness MONEY MANAGEMENT ASSOCIATES
/s/ Xxxxxxxxx X. Xxxxx /s/ Xxxxxx X. X'Xxxxxx
by: Xxxxxxxxx X. Xxxxx by: Xxxxxx X. X'Xxxxxx
General Partner
