ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this ___ day of April, 1998 by and between Xxxxxxx Global Fund,
Inc., a Maryland corporation (the "Company") on behalf of Global Discovery Fund,
a series of the Company (the "Fund"), and XXXXXX DISTRIBUTORS, INC., a Delaware
corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Company hereby appoints KDI to provide information and administrative
services for the benefit of the Fund and its shareholders. In this regard, KDI
shall appoint various broker-dealer firms and other service or administrative
firms ("Firms") to provide related services and facilities for persons who are
investors in the Fund ("investors"). The Firms shall provide such office space
and equipment, telephone facilities, personnel or other services as may be
necessary or beneficial for providing information and services to investors in
the Fund. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Fund and its
special features, assistance to investors in changing dividend and investment
options, account designations and addresses, and such other administrative
services as the Company or KDI may reasonably request. Firms may include
affiliates of KDI. KDI may also provide some of the above services for the Fund
directly.
KDI accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KDI shall for all purposes herein provided 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 in any way or
otherwise be deemed an agent of the Company. KDI, by separate agreement with the
Company, may also serve the Company in other capacities. In carrying out its
duties and responsibilities hereunder, KDI will appoint various Firms to provide
administrative and other services described herein directly to or for the
benefit of investors in the Fund. Such Firms shall at all times be deemed to be
independent contractors retained by KDI and not the Company. KDI and not the
Company will be responsible for the payment of compensation to such Firms for
such services.
2. For the administrative services and facilities described in Section 1, the
Company, on behalf of the Fund, will pay to KDI at the end of each calendar
month an administrative service fee computed at an annual rate of up to 0.25 of
1% of the average
daily net assets of the Fund (except assets attributable to Class S Shares). The
current fee schedule is set forth as Appendix I hereto. The administrative
service fee will be calculated separately for each class of each series of the
Fund as an expense of each such class; provided, however, no administrative
service fee shall be payable with respect to Class S Shares. For the month and
year in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement is
in effect during such month and year, respectively. The services of KDI to the
Company under this Agreement are not to be deemed exclusive, and KDI shall be
free to render similar services or other services to others.
The net asset value for each share of the Fund shall be calculated in accordance
with the provisions of the Fund's current prospectus. On each day when net asset
value is not calculated, the net asset value of a share of the Fund shall be
deemed to be the net asset value of such a share as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
3. The Company, on behalf of the Fund, shall assume and pay all charges and
expenses of the Fund's operations not specifically assumed or otherwise to be
provided by KDI under this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Company, on behalf of the Fund, or by KDI on sixty (60) days
written notice to the other party. Termination of this Agreement shall not
affect the right of KDI to receive payments on any unpaid balance of the
compensation described in Section 2 hereof earned prior to such termination.
This Agreement may not be amended for any class of the Fund to increase the
amount to be paid to KDI for services hereunder above .25 of 1% of the average
daily net assets of such class without the vote of a majority of the outstanding
voting securities of such class. All material amendments to this Agreement must
in any event be approved by vote of the Board of Directors of the Company.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Company's Charter and
all amendments thereto, all of which are on file with the State Department of
Assessments and Taxation of
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Maryland. With respect to any claim by KDI for recovery of any liability arising
hereunder allocated to a particular class, whether in accordance with the
express terms hereof or otherwise, KDI shall have recourse solely against the
assets of that class to satisfy such claim and shall have no recourse against
the assets of any other series of the Company or class of the Fund for such
purpose.
8. This Agreement shall be construed in accordance with applicable federal law
and the laws of the State of Illinois.
9. This Agreement is the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the Company and KDI have caused this Agreement to be
executed as of the day and year first above written.
XXXXXXX GLOBAL FUND, INC., on behalf of
Global Discovery Fund XXXXXX DISTRIBUTORS, INC.
By: _____________________________ By: ___________________________
Title: President Title: ________________________
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APPENDIX I
GLOBAL DISCOVERY FUND
FEE SCHEDULE FOR ADMINISTRATIVE
SERVICES AGREEMENT
Pursuant to Section 2 of the Administrative Services Agreement to which this
Appendix is attached, the Company and KDI agree that the administrative service
fee will be computed at an annual rate of .25 of 1% (the "Fee Rate") based upon
assets with respect to which a Firm provides administrative services.
XXXXXXX GLOBAL FUND, INC., on behalf of
Global Discovery Fund XXXXXX DISTRIBUTORS, INC.
By: _________________________________ By: __________________________
Title: President Title: _______________________
Dated: April __, 1998
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