Exhibit 23(h)
ADMINISTRATION AGREEMENT
------------------------
THIS AGREEMENT is made as of this _______________ day of
____________________________, 2001, by and between ▇▇▇▇▇▇ ▇▇▇▇ INVESTMENT
MANAGEMENT INC., a corporation organized under the laws of the State of Delaware
(the "Company"), having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and BISYS FUND SERVICES LIMITED PARTNERSHIP (the
"Administrator"), limited partnership organized under the laws of the State of
Ohio and having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Company is registered as an investment adviser with the
Securities and Exchange Commission under the Investment Advisers Act of 1940 and
serves or will serve as the investment manager to a number of foreign and
domestic investment funds and institutional investors (each a "Spoke fund" and,
collectively, "Spoke funds"), each of which has entered into a Global Hub and
Spoke Agreement between such Spoke fund and the individuals named on the
signature page thereof (the "Supervisors") (each such agreement is hereinafter
referred to as a "Global Hub and Spoke Agreement" and, collectively, as "Global
Hub and Spoke Agreements") and has appointed the Supervisors, among other
things, to monitor and oversee the arrangements that are the subject of the
Global Hub and Spoke Agreements;
WHEREAS, each of the Global Hub and Spoke Agreements acknowledges that
the Supervisors have entered or intend to enter into one or more other such
agreements substantively identical in all material respects to the Global Hub
and Spoke Agreement with other Spoke funds;
WHEREAS, each of the Global Hub and Spoke Agreements acknowledges that
the Spoke fund has entered into arrangements for the custody and investment
management of substantially all of the assets of the Spoke fund (such
arrangements and any other arrangements under the Global Hub and Spoke
Agreements are hereinafter each referred to as a "Global Hub Portfolio");
WHEREAS, the Company has been authorized by each of the Spoke funds to
manage the investments of the Global Hub Portfolio and to retain the
Administrator to provide certain administrative services to the Global Hub
Portfolios in which such Spoke fund is participating, for the benefit of each
such Spoke fund and the Global Hub Portfolio in which it is participating;
WHEREAS, Dexia Banque Internationale a Luxembourg ("Dexia", Dexia, or
any service provider replacing Dexia, hereinafter referred to as the "Luxembourg
Administrator") is providing certain financial administration services to the
Global Hub Portfolios under a separate administration agreement with the Spoke
funds (the "Luxembourg Administration Agreement"); and
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WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, services as set forth in this agreement
with respect to each Global Hub Portfolio, each of which Global Hub Portfolios
is a fiduciary arrangement under the law of the State of New York and is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. Retention of the Administrator. The Company hereby
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retains the Administrator to act as the administrator of the Global Hub
Portfolios and to furnish the Global Hub Portfolios with the management and
administrative services set forth in Article 2 below. The Administrator hereby
accepts such employment to perform the duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company or the Global Hub
Portfolios in any way and shall not be deemed an agent of the Company or the
Global Hub Portfolios.
ARTICLE 2. Administrative Services. The Administrator shall perform
-----------------------
administrative services in connection with the operations of the Global Hub
Portfolios, and, on behalf of the Company and the Global Hub Portfolios, will
investigate, assist in the selection of and conduct relations with such persons
or parties in any capacity as is deemed to be necessary or desirable for the
Global Hub Portfolios' operations. The Administrator shall provide the
Supervisors with such reports regarding investment performance as they may
reasonably request but shall have no responsibility for supervising the
performance by the Company or any investment adviser or sub-adviser to the
Global Hub Portfolios of its responsibilities.
The Administrator shall undertake certain regulatory reporting and
shall provide all necessary office space, equipment, personnel, compensation and
facilities (including facilities for meetings of the Supervisors and of the
Spoke funds as participants in the Global Hub Portfolios) for handling the
affairs of the Global Hub Portfolios and such other services as the
Administrator shall, from time to time, determine to be necessary to perform its
obligations under this Agreement. In addition, at the request of the
Supervisors, the Administrator shall make reports to the Supervisors concerning
the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) compute each Global Hub Portfolio's total returns;
(b) (i) coordinate, prepare and file with the SEC the annual
update to each Global Hub Portfolio's registration statement on
Form N-1A, (ii) coordinate, prepare and file with the SEC
supplements to each Global Hub Portfolio's
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registration statement or, as agreed upon by the parties hereto,
review such supplements that are prepared by counsel to the
Global Hub Portfolio, (iii) review Notices of Annual or Special
Meetings of Spoke funds participating in the Global Hub
Portfolios and materials relating thereto that are prepared by
counsel to the Global Hub Portfolios, (iv) coordinate the
solicitation and tabulation of proxies in connection with
meetings of Spoke funds as participants in the Global Hub
Portfolios, (v) coordinate the printing and distribution of
prospectuses, supplements and proxy materials, (vi) maintain
records on behalf of the Global Hub Portfolios, including, but
not limited to, minutes of meetings, (vii) provide appropriate
personnel to attend meetings of Supervisors and record the
minutes of such meetings, and (viii) produce and distribute
materials for meetings of Supervisors, including agendas,
proposed resolutions, and relevant sections of the board
materials pertaining to the responsibilities of the
Administrator;
(c) prepare such reports, notice filing forms and other documents
(including such reports regarding the sale and redemption of
interests in the Global Hub Portfolios as may be required in
order to comply with Federal and state securities laws) as may be
necessary or desirable, make notice filings relating to interests
in the Global Hub Portfolios with state securities authorities,
monitor the sale of interests in the Global Hub Portfolios for
compliance with state securities laws, and file with the
appropriate state securities authorities any registration
statements and reports for the Global Hub Portfolios and the
interests in the Global Hub Portfolios and all amendments
thereto, as may be necessary or convenient to qualify and keep
effective the Global Hub Portfolios and the interests in the
Global Hub Portfolios with state securities authorities to enable
the Global Hub Portfolios to engage in private placements of
interests in the Global Hub Portfolios;
(d) develop and prepare at the direction and, with the assistance
of the Company or the Supervisors, communications to the Spoke
funds as participants in the Global Hub Portfolios, coordinate
the mailing of registration statements, notices, and other
reports to the Spoke funds, and supervise and facilitate the
voting process for all meetings of the Spoke funds as
participants in the Global Hub Portfolios, including the
tabulation of votes of the Spoke funds;
(e) coordinate and supervise the preparation and filing of
the Global Hub Portfolios' federal and state tax returns and, if
necessary, elections;
(f) assist with the layout and printing of registration
statements and assist with and coordinate layout and printing of
the Global Hub Portfolios' semi-annual and annual reports;
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(g) assist with the design, development, and operation of the Global
Hub Portfolios, including structure;
(h) as necessary, provide individuals reasonably acceptable to the
Supervisors to serve as officers of the Global Hub Portfolios, who
will be responsible for the management of certain of the Global Hub
Portfolios' affairs as determined by the Supervisors;
(i) upon request, advise the Company, the Global Hub Portfolios, and
their Supervisors on matters concerning the Global Hub Portfolios and
their affairs;
(j) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Global Hub
Portfolios in accordance with the requirements of Rules 17g-1 and 17d-
1(d)(7) under the 1940 Act as such bonds and policies are approved by
the Supervisors;
(k) monitor and provide advice with respect to the Global Hub
Portfolios' compliance with the regulated investment company rules
under the Internal Revenue Code of 1986, as amended, for the purpose
of ensuring that the Spoke funds qualify as regulated investment
companies under the Code;
(l) upon request, furnish advice and recommendations with respect to
other aspects of the business and affairs of the Global Hub Portfolios
as the Company, the Global Hub Portfolios, their Supervisors and the
Administrator shall determine to be desirable;
(m) utilizing information obtained from the Supervisors, the Company,
and the Luxembourg Administrator, prepare and file with the SEC the
reports for the Global Hub Portfolios on Forms N-30D and N-SAR; and
(n) maintain and update the list of the Global Hub Portfolios covered
by this Agreement.
The Administrator shall perform such other services for the Global Hub
Portfolios that are mutually agreed upon by the parties from time to time. Such
services may include preparing an annual list of Spoke funds that are
participants in the Global Hub Portfolios, for all of which the Company will pay
the Administrator's fees and out-of-pocket expenses.
The Company acknowledges that the Administrator shall not be responsible
for determining or implementing the Company's investment policies or decisions
or the marketing, promotion or distribution of interests in the Global Hub
Portfolios or ensuring compliance with applicable laws in relation to such
marketing, promotion or distribution.
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The Company further acknowledges that the Administrator shall not be
responsible for enforcing compliance by the Global Hub Portfolios, the Company,
or its delegates or any other person with any restrictions or guidelines imposed
on the Global Hub Portfolios by the Global Hub and Spoke Agreements, the
prospectuses and trust documents of the Spoke funds, the constitutional
documents of the Company or any other document or by law or regulation or
otherwise with regard to investments by the Global Hub Portfolios, provided,
however, that the Administrator will be responsible for conducting certain
compliance tests regarding each Global Hub Portfolio's investment portfolio and
for reporting to the Company regarding such tests, all as agreed upon from time
to time in writing between the Company and the Administrator.
ARTICLE 3. Allocation of Charges and Expenses.
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(A) The Administrator. The Administrator shall furnish at its own
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expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall pay all
compensation, if any, of officers of the Global Hub Portfolios as well as all
Supervisors of the Global Hub Portfolios who are affiliated persons of the
Administrator or any affiliated corporation of the Administrator; provided,
however, that unless otherwise specifically provided, the Administrator shall
not be obligated to pay the compensation of any other person acting on behalf of
the Global Hub Portfolios retained by the Supervisors of the Global Hub
Portfolios to perform services on behalf of the Global Hub Portfolios.
(B) The Company and the Spoke Funds. The Company or the Spoke funds
-------------------------------
assume and shall pay or cause to be paid all other expenses of the Global Hub
Portfolios not otherwise allocated herein or covered by other agreements,
including, without limitation, organization costs, taxes, expenses for legal and
auditing services, the expenses of preparing (including typesetting), printing
and mailing reports, registration statements, and notices to existing Spoke
funds participating in the Global Hub Portfolios, all expenses incurred in
connection with issuing and redeeming interests in the Global Hub Portfolios,
the costs of custodial services, the costs of initial and ongoing registration
of the interests in the Global Hub Portfolios under state securities laws, fees
and out-of-pocket expenses of Supervisors who are not affiliated persons of the
Administrator or the Company to the Spoke funds or any affiliated corporation of
the Administrator or the Company, insurance, interest, brokerage costs,
litigation and other extraordinary or nonrecurring expenses, and all fees and
charges of investment managers to the Spoke funds.
ARTICLE 4. Compensation of the Administrator.
---------------------------------
(A) Administration Fee. For the services to be rendered, the
------------------
facilities furnished, and the expenses assumed by the Administrator pursuant to
this Agreement, the Company shall pay to the Administrator for each Global Hub
Portfolio serviced under this Agreement an annual fee as specified in Schedule B
hereto. In addition to paying the Administrator the fees set forth in Schedule B
hereto, the Company also shall reimburse the Administrator for its reasonable
out-of-
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pocket expenses, including the travel and lodging expenses incurred by officers
and employees of the Administrator in connection with attendance at meetings of
the Supervisors or the Spoke funds as participants in the Global Hub Portfolios
or at other meetings at which attendance is requested or required. The
Administrator shall look only to the Company for payment of the annual fee and
the Administrator's reasonable out-of-pocket expenses.
(B) Survival of Compensation Rights. All rights of compensation under this
-------------------------------
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of
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the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law, which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
partners, officers, employees and other agents of the Administrator, as well as
the Administrator itself.) In addition, the Administrator shall not be liable
for any act or omission in carrying out its duties hereunder relating to, or
resulting from, the performance or non-performance by the Luxembourg
Administrator of its contractual responsibilities to the Global Hub Portfolios
under the Luxembourg Administration Agreement, including, without limitation,
the failure of the Luxembourg Administrator to cooperate with the Administrator
to provide accurate information in a timely manner.
So long as the Administrator acts in good faith and with due diligence and
without negligence, the Company assumes full responsibility and shall indemnify
the Administrator and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any and
all losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of the Administrator's actions taken or
nonactions with respect to the performance of services hereunder. The indemnity
and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold the
Administrator harmless, the Company shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears
likely to present the probability of such a
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claim for indemnification against the Company, but failure to do so in good
faith shall not affect the rights hereunder.
The Company shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Company elects to assume the
defense of any such claim, the defense shall be conducted by counsel chosen by
the Company and satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that the Company elects to assume the
defense of any suit and retain counsel, the Administrator shall bear the fees
and expenses of any additional counsel retained by it. If the Company does not
elect to assume the defense of a suit, it will reimburse the Administrator for
the reasonable fees and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Company at any time for instructions and
may consult counsel for the Company or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.
ARTICLE 6. Activities of the Administrator. The services of the
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Administrator rendered with respect to the Global Hub Portfolios are not to be
deemed to be exclusive. The Administrator is free to render such services to
others and to have other businesses and interests.
ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall
--------------------------
be as specified in Schedule A hereto.
ARTICLE 8. Assignment. This Agreement shall not be assignable by either
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party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
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ARTICLE 9. Amendments. This Agreement may be amended by the parties
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hereto only if such amendment is approved in writing by the parties hereto and
by the Supervisors.
ARTICLE 10. Certain Records. The Administrator shall maintain customary
---------------
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
with respect to the Global Hub Portfolios shall be prepared and maintained at
the expense of the Administrator. Upon request, the Administrator shall make
copies of such records and provide such copies to the Supervisors.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and the Supervisors
and follow the Company's instructions as to permitting or refusing such
inspection; provided that the Administrator may exhibit such records to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so, unless (in cases involving potential exposure only to
civil liability) the Company has agreed to indemnify the Administrator against
such liability.
ARTICLE 11. Definitions of Certain Terms. The terms "interested person"
----------------------------
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. Notice. Any notice provided hereunder shall be sufficiently
------
given when sent by registered or certified mail to the party required to be
served with such notice at the following address: if to the Company, to it at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Chief Executive Officer; if to
the Administrator, to it at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn:
President, or at such other address as such party may from time to time specify
in writing to the other party pursuant to this Section.
ARTICLE 13. Governing Law. This Agreement shall be construed in
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accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 14. Multiple Originals. 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.
ARTICLE 15. Representations by the Company. The Company represents and
------------------------------
warrants that: (i) this Agreement has been duly authorized by the Company and,
when executed and delivered by the Company, will constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to bankruptcy,
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insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies or creditors and secured parties and (ii) the
Company has been duly authorized by each of the Supervisors, the Global Hub
Portfolios and the Spoke funds to enter into this Agreement.
ARTICLE 16. Privacy. The parties to this Agreement do not contemplate
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that the Administrator, in performing its duties under the agreement, will
obtain nonpublic personal financial information relating to the consumers or
customers of the Company or the Portfolios. To the extent that the
Administrator, in performing its duties, may be provided with such information,
then the Administrator agrees that is shall not give, sell or in any way
transfer such confidential information to any person or entity, other than its
affiliates, except at the direction of the Company or a Portfolio or as required
or permitted by law. The Administrator shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to consumers of the
Company or the Portfolios.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
▇▇▇▇▇▇ ▇▇▇▇ INVESTMENT MANAGEMENT INC.
By: _____________________________________________
Title: __________________________________________
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS FUND SERVICES, INC., GENERAL PARTNER
By:______________________________________________
Title: __________________________________________
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF
__________________
BETWEEN __
▇▇▇▇▇▇ ▇▇▇▇ INVESTMENT INC.
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Term: Pursuant to Article 7, the term of this Agreement shall commence on
_______________________, 2001 and shall remain in effect
through________________________________ _______________________, 2003
("Initial Term"). Thereafter, unless otherwise terminated as provided
herein, this Agreement shall be renewed automatically for successive
one-year periods ("Rollover Periods"). This Agreement may be
terminated without penalty (i) by provision of a notice of nonrenewal
in the manner set forth below, (ii) by mutual agreement of the parties
or (iii) for "cause," as defined below, upon the provision of sixty
(60) days advance written notice by the party alleging cause. Written
notice of nonrenewal must be provided at least sixty (60) days prior
to the end of the Initial Term or any Rollover Period, as the case may
be.
For purposes of this Agreement, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied for thirty (30)
days following written notice of such breach from the non-breaching
party; (b) a final, unappealable judicial, regulatory or
administrative ruling or order in which the party to be terminated has
been found guilty of criminal or unethical behavior in the conduct of
its business; (c) financial difficulties on the part of the party to
be terminated which are evidenced by the authorization or commencement
of, or involvement by way of pleading, answer, consent or acquiescence
in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law,
other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors; (d) any failure on the part of
the Company to collect from a service provider any payment or
reimbursement that is due and payable by the service provider or the
Spoke funds to the Company (including an amount due the Company that
directly or indirectly represents amounts payable to the Administrator
in its capacity as Administrator with respect to the Global Hub
Portfolio) within sixty (60) days following the due date; or (e) any
failure on the part of the Company to pay an amount that is due and
payable to the Administrator or any of its affiliates under any other
agreement to which the Company is a party within sixty (60) days
following the due date. For purposes of this definition of "cause," a
material breach shall include, but not be limited to,
A-1
any failure on the part of the Company to pay fees due and payable to
the Administrator pursuant to Article 4 hereunder within sixty (60)
days following the due date.
Notwithstanding the foregoing, after such termination for so long as
the Administrator, with the written consent of the Company, in fact
continues to perform any one or more of the services contemplated by
this Agreement or any schedule or exhibit hereto, the provisions of
this Agreement, including without limitation the provisions dealing
with indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Company upon such
termination shall be immediately due and payable upon and
notwithstanding such termination. The Administrator shall be entitled
to collect from the Company, in addition to the compensation described
in the Agreement the amount of all of the Administrator's cash
disbursements for services in connection with the Administrator's
activities in effecting such termination, including without
limitation, the delivery to the Company and/or its designees of the
Company's or Global Hub Portfolio's property, records, instruments and
documents.
If, for any reason other than nonrenewal, mutual agreement of the
parties or "cause," as defined above, the Administrator is replaced as
administrator, or if a third party is added to perform all or a part
of the services provided by the Administrator under this Agreement
(excluding any sub-administrator appointed by the Administrator as
provided in Article 8 hereof), then the Company shall make a one-time
cash payment, in consideration of the fee structure and services to be
provided under this Agreement, and not as a penalty, to the
Administrator equal to the balance due the Administrator for the
remainder of the then-current term of this Agreement, assuming for
purposes of calculation of the payment that such balance shall be
based upon the average amount of the Company's assets for the twelve
months prior to the date the Administrator is replaced or a third
party is added.
In the event a Global Hub Portfolio is merged into another legal
entity in part or in whole pursuant to any form of business
reorganization or is liquidated in part or in whole prior to the
expiration of the then-current term of this Agreement, the parties
acknowledge and agree that the liquidated damages provision set forth
above shall be applicable in those instances in which the
Administrator is not retained to provide administration services
consistent with this Agreement. The one-time cash payment referenced
above shall be due and payable on the day prior to the first day in
which the Administrator is replaced or a third party is added.
The parties further acknowledge and agree that, in the event the
Administrator is replaced, or a third party is added, as set forth
above, (i) a determination of actual damages incurred by the
Administrator would be extremely difficult, and (ii) the liquidated
damages provision contained herein is intended to adequately
A-2
compensate the Administrator for damages incurred and is not intended
to constitute any form of penalty.
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SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF
__________________
BETWEEN __
▇▇▇▇▇▇ ▇▇▇▇ INVESTMENT INC.
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
The Company will pay the Administrator $10,000 per year for each Global Hub
Portfolio serviced under this Agreement. The Company will pay the annual fee in
equal installments on the first business day of each month of the year. If the
Agreement becomes effective with respect to a particular Global Hub Portfolio
after the first day of the year or terminates with respect to a particular
Global Hub Portfolio before the last day of the year, then the Administrator's
fee will be prorated to correspond to the percentage of the year that the
Agreement was in effect.
The parties hereto agree that after the first six months of the term of this
Agreement, the parties will consider increasing the annual fee of $10,000 per
Global Hub Portfolio based upon an evaluation of the required services.
In addition, the parties acknowledge that in the event BISYS is no longer acting
as administrator to the Spoke funds, the parties will re-evaluate and negotiate
in good faith the annual fees provided hereunder for possible increase. In the
event that the parties do not mutually agree on the annual fees, BISYS shall
have the right to terminate this Agreement upon 60 days written notice to the
Company.
B-1
