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EXHIBIT (H)(14)
ADMINISTRATION AGREEMENT
- TRANSACTION FEE FUNDS -
This Agreement is made as of the 29th day of March, 2000 between: (1) Fidelity
Brokerage Services LLC ("FBS") and National Financial Services LLC ("NFS")
(together "Fidelity"), and (2) the undersigned ("Fund/Agent").
RECITALS
A. Fund/Agent is either (i) an open-end investment company with
one or more series or classes of shares (each such series or class of shares a
"Fund"), (ii) an investment adviser to or administrator for the Funds, (iii) the
principal underwriter or distributor for the Funds, or (iv) the transfer agent
for the Funds;
B. Fidelity acts as broker for its customers to effect the
purchase, redemption and exchange of shares of investment companies;
C. Fund/Agent desires that Fidelity include one or more Funds
among the investment companies which Fidelity makes available to its customers;
and
D. Fidelity agrees to make Funds available on the terms and
conditions set forth herein.
TERMS AND CONDITIONS
A. Set Up For Administration of Funds
1. Upon agreement between Fidelity and Fund
/Agent, Fidelity shall set up one or more
Funds on Fidelity's transaction processing
and recordkeeping system in order to provide
administrative services to customers with
respect to such Fund(s). Such administrative
services may include, but not be limited to,
the following:
- purchase, redemption and exchange of Fund shares
- Fund transaction clearance and settlement
- collection and crediting of Fund distributions
- maintenance of customers' Fund information such as share
balance(s), dividend information and transaction history
- sending of confirmations, statements, prospectuses and other
materials as may be required by applicable law or regulation
- tax reporting to customers
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2. Each party agrees that it shall provide to
the other such information and documentation
necessary to fulfill its respective
obligations hereunder, and that it shall
comply with such operating policies and
procedures as the parties may adopt from
time to time.
3. Fund/Agent agrees that it shall either: (1)
make arrangements for all transactions
processed pursuant to this Agreement to be
processed through the National Securities
Clearing Corporation Fund/SERV system, or
(2) obtain proper authority for NFS to
transmit to the Fund or its Agent daily
manual trades until 5:00 p.m. Eastern Time,
or such other time as set forth on Exhibit
A, which trades shall remain eligible for
that day's public offering price provided
Fidelity received the order by the close of
trading that day.
B. FEES
1. Start Up Fee
Fund Agent shall pay to NFS a one-time start up fee ("Start Up Fee") for
Fidelity's initial set up and preparation to support a new group or family of
Funds. The amount of the Start Up Fee is set forth on Exhibit B, and shall be
due and payable to NFS the earlier of 30 days from the execution of this
Agreement or the availability of any such Fund to Fidelity customers. The
identity and description of each Fund which is subject to this Agreement shall
be set forth on Exhibit A, as amended from time to time.
2. CUSIP Fee
Fund/Agent shall pay to NFS a fee ("CUSIP Fee") to add any Fund to Fidelity's
computer system in order to make such Fund available to Fidelity's customers.
The amount of the CUSIP Fee is set forth on Exhibit B, and shall be due and
payable to NFS upon the earlier of the addition of the Fund to Exhibit A, or the
availability of such Fund to Fidelity's customers.
3. Maintenance Fee
Fund/Agent shall pay to NFS an annual maintenance fee ("Maintenance Fee") with
respect to certain Funds as set forth on Exhibit B.
4. Fidelity may change the fees set forth in
this Agreement and any Exhibits hereto upon
90 days prior written notice to Fund/Agent
and any changes in fees shall be effective
at the expiration of such 90 days or such
earlier time as the parties may agree.
5. Fund/Agent represents to Fidelity that is
has the requisite authority to enter into
this Agreement and to properly make payment
of any fee due to Fidelity hereunder.
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C. INDEMNIFICATION
Fund/Agent shall indemnify and hold harmless Fidelity and each officer, employee
and agent of Fidelity from and against any and all claims, demands, actions,
losses, damages, liabilities, or costs, charges, counsel fees, and expenses of
any nature ("Losses") arising out of (i) any inaccuracy or omission in any Fund
prospectus or supplement thereto, registration statement, annual report or proxy
statement of any Fund or Fund/Agent or any advertising or promotional material
generated by any Funds or Fund/Agent and (ii) any breach by Fund/Agent of this
Agreement or any representation herein.
D. CONFIDENTIALITY
Each party acknowledges and understands that any and all technical, trade
secret, or business information, including, without limitation, financial
information, business or marketing strategies or plans, product development or
customer information, which is disclosed to the other or is otherwise obtained
by the other, its affiliates, agents or representatives during the term of this
Agreement (the "Proprietary Information") is confidential and proprietary,
constitutes trade secrets of the owner, and is of great value and importance to
the success of the owner's business. Each party agrees to use its best efforts
(the same being not less than that employed to protect his own proprietary
information) to safeguard the Proprietary Information and to prevent the
unauthorized, negligent or inadvertent use or disclosure thereof. Neither party
shall, without the prior written approval of any officer of the other, directly
or indirectly, disclose the Proprietary Information to any person or business
entity except for a limited number of employees, attorneys, accountants and
other advisors of the other on a need-to-know basis or as may be required by law
or regulation. Each party shall promptly notify the other in writing of any
unauthorized, negligent or inadvertent use or disclosure of Proprietary
Information. Each party shall be liable under this Agreement to the other for
any use or disclosure in violation of this Agreement by its employees,
attorneys, accountants, accountants, or other advisors or agents. This Section D
shall continue in full force and effect notwithstanding the termination of this
Agreement.
E. DURATION and TERMINATION of AGREEMENT
With respect to any Fund, this Agreement shall become effective upon the date
such Fund is identified on Exhibit A, and this Agreement is approved by the Fund
or its Board of Trustees if such approval is required by the Fund or its Board
of Trustees. This Agreement is terminable as to any Fund by any party upon 90
days written notice thereof to the other parties or upon default hereof provided
that such default shall not terminate this Agreement to the extent the
defaulting party has been notified of such default by the non-defaulting party
and the defaulting party cures such default within 10 business days of notice of
such default.
Notwithstanding the termination of this Agreement with respect to any Fund,
Fund/Agent will remain obligated to pay NFS the annual Maintenance Fee which was
payable to Fidelity as of the most recent payment due date prior to such
termination.
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F. MISCELLANEOUS
1. Custody - Fund/Agent acknowledges that Fund
shares maintained by the Fund for Fidelity
Customers hereunder are held in custody for
the exclusive benefit of customers of NFS
and shall be held free of any right, charge,
security interest, lien or claim against
Fidelity in favor or the Fund or its agents
acting on behalf of the Fund.
2. Transaction Charges - During the term of
this Agreement, Fidelity may assess against
or collect from its brokerage customers any
transaction fee upon the purchase,
redemption or exchange of Funds in its sole
discretion.
3. Use of Fidelity Investments Name -
Fund/Agent will not, nor will Fund/Agent
cause or permit any Fund to, describe or
refer to the name "Fidelity Investments" or
any derivation thereof, or to FIVIR Corp. or
any affiliate thereof, or to the services or
relationship contemplated by this Agreement
in any advertisement or promotional
materials or activities without the prior
written consent of an authorized officer of
Fidelity.
4. Nonexclusivity - Fund/Agent acknowledges
that Fidelity may enter into agreements
similar to this Agreement with other
investment companies, investment company
sponsors, or service providers to investment
companies.
5. Force Majeure - Neither Fidelity nor its
affiliates shall be liable to Fund/Agent or
any Fund for any damage, claim or other loss
whatsoever caused by circumstances or events
beyond its reasonable control.
6. Notices - All notices and communications
required or permitted by this Agreement
shall be in writing and delivered personally
or sent by first class mail unless otherwise
agreed. All such notices and other
communications shall be made:
If to Fidelity, to:
Fidelity Investments
00 Xxxxxxxxxx Xxxxxx, X 0 X
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
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If to Fund/Agent, to:
Xxxxxxxx Plumb Funds, Inc.
0000 Xxxx X. Xxxxxxx Xx.
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
7. Except as provided herein, this Agreement
and any Exhibits hereto may be amended only
upon written agreement of the parties.
8. This Agreement shall inure to the parties'
successors (whether by merger, consolidation
or otherwise) and may not be transferred or
assigned by either Fund/Agent or Fidelity,
provided however, that either party may
assign the Agreement to an affiliate without
the consent of the other party. This
Agreement shall be construed in accordance
with the laws of the Commonwealth of
Massachusetts.
XXXXXXXX XXXXX FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President Vice President - Mutual Funds
NATIONAL FINANCIAL SERVICES LLC
By: /s/ Xxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President
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EXHIBIT A
TRADING ORDER
FUND NAME CUSIP SYMBOL DEADLINE
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Xxxxxxxx Plumb Growth 884891300 THPGX Regular NSCC guidelines
Xxxxxxxx Xxxxx Balanced 884891102 THPBX Regular NSCC guidelines
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EXHIBIT B
FEE SCHEDULE
1. Start Up Fee =$10,000
2. CUSIP Addition Fee= $1,000/cusip 3. Maintenance Fees:
(a) For each Fund which participates in the NSCC Fund/SERV networking level 3
system Fund/Agent shall pay to NFS an annual fee of $6.00 for each separate
Fund position held in any Fidelity customer account which fee shall be payable
quarterly in arrears at a rate of $1.50 per Fund position.
or
(b) Each Fund which does not participate in the NSCC Fund/SERV networking level
3 system will be subject to a per Fund annual fee based on December brokerage
month-end assets in accordance with the following schedule:
Fund Assets Annual Fee
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less than $2.5 million $4,500.00
$2.5 million - $5.0 million $3,000.00
greater than $5.0 million -0-
The annual Maintenance Fee, for a Fund not participating in the NSCC
Fund/SERV networking level 3 shall be waived if such Fund has been included on
Exhibit A and subject to the terms of this Agreement for less than 12 months
prior to the fee calculation date. NFS will not charge Fund/Agent an annual
Maintenance Fee for any Fund not participating in the NSCC Fund/SERV networking
level 3 if the average assets per Fund exceeds $5 million (as measured by
dividing the total market value of all Fund shares subject to this Agreement as
of December month-end by the total number of Funds subject to this Agreement).
Upon written notice to Fund/Agent, Fidelity may change, amend or waive
any fee or the method of payment thereof under this Agreement. Fidelity may
issue to Fund/Agent a new or replacement Agreement or Exhibit A. Such change,
amendment or waiver shall be effective on the date stated in such notice. The
acceptance by Fund/Agent of any order after the date stated in such notice shall
represent Fund/Agent's agreement to pay such fees to Fidelity.
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APPENDIX C
Date: March 29, 2001
National Financial Services LLC
000 Xxxxxxx Xxxxxx
One World Financial Xxxxxx
0xx Xxxxx Xxx Xxxx, XX. 00000-0000
Re: Custody of Uncertificated Mutual Fund Shares; SEC Rule 15c3-3
To Whom It May Concern:
National Financial Services LLC ("NFS"), a registered broker-dealer,
has been asked to establish mutual fund "street name" accounts in one or more of
your funds which accounts will contain the assets of customers of NFS. Each
such-account will be registered as "Special Custody Account for the Exclusive
Benefit of Customers of National Financial Services LLC" or in a form
sufficiently similar to identify the account(s) as containing the assets of
customers of NFS.
Under a clarification to SEC Rule 15c3-3, in order for uncertificated
mutual fund shares to be considered held in a good control location,
broker-dealers are required to obtain a specific acknowledgment from the mutual
fund holding these types of accounts.
Accordingly, NFS requests that you confirm that the assets of NFS'
customers held in the "street name" accounts registered as noted above will be
held free from any right, charge, security interest, lien or claim against NFS
in favor of such mutual fund or its agents. NFS acknowledges that such "street
name" accounts are not and will not participate in a letter or statement of
intention which the funds may offer.
Please confirm this understanding by signing as indicated below and
returning this original to the undersigned. If you have any questions, please
call me at 000-000-0000.
Very truly yours,
National Financial Services LLC
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Xxxxxx X. Xxxxx
Senior Vice-President
CONFIRMED:
By: /s/ Xxxxxx X. Xxxxx (name)
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Title: President
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Fund Company: Xxxxxxxx Plumb Funds, Inc.
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FIDELITY INVESTMENTS
SHARE THE VISION
National Financial Services Corporation
000 Xxxxxxx Xxxxxx
One World Financial Center
Xxx Xxxx, XX 00000
BILATERAL NETWORKING AGREEMENT
The parties named below have executed and filed with the National Securities
Clearing Corporation the Standard Networking Agreement. Each party agrees to
participate in Networking with the other under the terms of the Standard
Agreement.
NATIONAL FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Xxxxx Date: 5/1/01
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Xxxxxx X. Xxxxx
Senior Vice President
By: /s/ Xxxxxx X. Xxxxx Date: March 29, 2001
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Xxxxxx X. Xxxxx
President, Xxxxxxxx Xxxxx Funds, Inc.
Fund: Xxxxxxxx Plumb Funds
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FIDELITY INVESTMENTS
Institutional Brokerage Group
National Financial Services Corporation
000 Xxxxxxx Xxxxxx
One World Financial Center
Xxx Xxxx, XX 00000
DEALER AGREEMENT WAIVER
This letter will serve as verification that Xxxxxxxx Xxxxx Funds("Fund/Agent")
does not require an executed Dealer Agreement from National Financial Services
Corporation ("NFSC"). In lieu of a Dealer Agreement, Fund/Agent has executed a
Services Agreement with NFSC.
FUND/AGENT Xxxxxxxx Plumb Funds, Inc.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President, Xxxxxxxx Xxxxx Funds
Date: March 29, 2001
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