Exhibit (h)(19)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, made this 2nd day of October, 2000,
between Xxxxxxx International Fund, Inc. (the "Corporation"), a Maryland
corporation and Xxxxxxx Xxxxxx Investments, Inc. ("Xxxxxxx Xxxxxx"), a Delaware
corporation.
WHEREAS, the Corporation is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital stock
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Corporation has established multiple series, including Xxxxxxx
Emerging Markets Growth Fund, Xxxxxxx Greater Europe Growth Fund, Xxxxxxx
Pacific Opportunities Fund, Xxxxxxx International Fund and Xxxxxxx Latin America
Fund (each a "Series");
WHEREAS, this Agreement shall become effective as to each Series as of the date
listed next to such Series on Schedule A hereto; and
WHEREAS, the Corporation wishes to retain Xxxxxxx Xxxxxx to provide
administrative and other services to the Corporation with respect to the Series
in the manner and on the terms hereinafter set forth; and
WHEREAS, Xxxxxxx Xxxxxx is willing to furnish such services in the manner and on
the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:
I. APPOINTMENT. The Corporation hereby appoints Xxxxxxx Xxxxxx as Administrator
to provide the administrative and other services with respect to the Series for
the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees during such period to render the services
herein set forth for the compensation herein provided. In the event the
Corporation establishes and designates additional series with respect to which
it desires to retain the Administrator to render administrative and other
services hereunder, it shall notify the Administrator in writing. If the
Administrator is willing to render those services, it shall notify the
Corporation in writing, whereupon Schedule A hereto shall be amended to reflect
the compensation payable to the Administrator on behalf of that series and that
series shall become a Series hereunder.
II. DUTIES. Subject to the general supervision of the Board of Directors of the
Corporation (the "Board"), the Administrator shall provide
or procure all organizational, administrative and other services reasonably
necessary for the operation of the Series and certain other services, all as
more particularly described and except as provided below.
A. ADMINISTRATIVE SERVICES. Subject to the approval or consent of the
Board, the Administrator shall provide or procure, at the Administrator's
expense, services to include the following: (i) coordinating matters relating to
the operation of the Series, including any necessary coordination among Xxxxxxx
Xxxxxx or other advisers to the Series, the custodian(s), transfer agent(s),
shareholder servicing and dividend disbursing agent(s), subaccounting and
recordkeeping agent(s), fund accounting agent(s), pricing agent(s), accountants,
attorneys, and other parties performing services or operational functions for
the Series; (ii) providing the Series with the services of a sufficient number
of persons competent to perform such administrative and clerical functions as
are necessary to ensure compliance with federal securities laws, as well as
other applicable laws, and to provide effective administration of the Series;
(iii) maintaining, or supervising the maintenance by third parties, of such
books and records of the Corporation and the Series as may be required by
applicable federal or state law other than the records and ledgers maintained
under the Investment Management Agreement; (iv) preparing and arranging for the
distribution of proxy materials and periodic reports to shareholders of the
Series as required by applicable law; and (v) taking such other action with
respect to the Series as may be required by applicable law, including, without
limitation, the rules and regulations of the SEC and of state securities
commissions and other regulatory agencies.
B. EXPENSES. During the term of this Agreement, the Administrator will
pay all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are those of the Series under this Agreement.
The Administrator shall pay for maintaining its staff and personnel and shall,
at its own expense provide the equipment, office space, and facilities necessary
to perform its obligations under this Agreement. In addition, the Administrator
shall, at its expense, furnish to the Corporation, or procure and pay for: (a)
usual and customary auditing services of each Series' independent public
accountants; (b) services of each Series' transfer agent(s), shareholder
servicing and dividend disbursing agent(s), and shareholder recordkeeping
agent(s); (c) services of each Series' custodian, including any recordkeeping
services provided by the custodian; (d) services of each Series' accounting
agent(s), (e) services of obtaining quotations for calculating the value of each
Series' net assets; (f) services of maintaining the Series' tax records; (g)
services, including procurement of legal services, incident to meetings of the
Corporation's shareholders, the preparation and filing of registration
statements under the Securities Act of 1933, as amended, and the 1940 Act and
any amendments thereto, and reports of the Corporation to its shareholders, the
preparation and filing of reports to regulatory bodies, the maintenance of the
Corporation's existence and qualification to do business, and the registration
of shares with federal and state securities authorities (except as described in
subsection (gg) below); (h) procurement of ordinary legal services, including
the services that arise in the ordinary course of business for a Maryland
corporation registered as an open-end management investment company; (i) the
Corporation's pro rata portion of the fidelity bond required by Section 17(g) of
the 1940 Act, or other insurance premiums;
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(j) association membership dues; (k) services to organize and offer shares of
the Corporation and the Series; and (l) printing and postage expenses related to
the mailing of periodic reports, prospectuses, statements of additional
information and other shareholder mailings, excluding proxy solicitations; (m)
expenses that are the obligation of a Series pursuant to a special servicing
agreement with a registered investment company that is a holder of shares of the
Series and that may be deemed to be an affiliated person, or an affiliated
person of such a person, as defined in the 1940 Act; and (n) expenses in the
nature of avoided transfer agency costs payable to a person that is a
shareholder of record for an omnibus account on the transfer agency records of
the Series. The Corporation shall bear the following expenses: (aa) salaries and
other compensation of any of the Corporation's executive officers and employees,
if any, who are not officers, directors, stockholders, or employees of the
Administrator or its subsidiaries or affiliates; (bb) taxes, if any, levied
against the Corporation or any of its Series; (cc) brokerage fees and
commissions in connection with the purchase and sale of portfolio securities for
any of the Series; (dd) costs, including the interest expenses, of borrowing
money; (ee) fees and expenses of Board members who are not officers, employees,
or stockholders of the Administrator or its subsidiaries or affiliates, and the
fees and expenses of any counsel, accountants, or any other persons engaged by
such Board members in connection with the duties of their office with the
Corporation; (ff) extraordinary expenses, including extraordinary legal expenses
to the extent authorized by the Board, as may arise, including expenses incurred
in connection with litigation, proceedings, other claims and the legal
obligations of the Corporation to indemnify its Board members, officers,
employees, shareholders, distributors, and agents with respect thereto; (gg)
organizational and offering expenses of the Corporation and the Series to the
extent authorized by the Board, and any other expenses which are capitalized in
accordance with generally accepted accounting principles; and (hh) any expenses
allocated to a specific Series pursuant to an administrative services or
distribution plan.
C. ORGANIZATIONAL SERVICES. The Administrator shall provide the
Corporation and the Series, at the Administrator's expense, with the services
necessary to organize any Series that commence operations on or after the date
of this Agreement so that such Series can conduct business as described in the
Corporation's Registration Statement.
D. The Administrator shall also make its officers and employees
available to the Board and officers of the Corporation for consultation and
discussions regarding the administration of the Series and services provided to
the Series under this agreement.
E. In performing these services, the Administrator: (i) shall conform
with the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws and regulations, with any applicable procedures adopted
by the Board, and with the provisions of the Corporation's Registration
Statement filed on Form N-1A as supplemented or amended from time to time, (ii)
will make available to the Corporation, promptly upon request, any of the
Series' books and records as are maintained under this Agreement, and will
furnish to regulatory authorities having the requisite authority any such books
and records and any information or reports in
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connection with the Administrator's services under this Agreement that may be
requested in order to ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws and regulations, and
(iii) will regularly report to the Board on the services provided under this
Agreement and will furnish the Board with respect to the Series such periodic
and special reports as the Board may reasonably request.
F. The services provided by the Administrator under this Agreement are
in addition to those required to be provided by it under the Investment
Management Agreement entered into between the Administrator and the Corporation
on behalf of each Series. Notwithstanding any other provision of the Agreement,
all other services provided by the Administrator under the Investment Management
Agreement will continue to be provided by the Administrator and paid for by the
Corporation pursuant to that agreement.
III. INDEPENDENT CONTRACTOR. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board from time to time, have no authority
to act for or represent the [Trust][Corporation] in any way or otherwise be
deemed its agent.
IV. COMPENSATION. The Corporation shall pay on behalf of each Series
compensation to the Administrator for the services rendered under this Agreement
as set forth in Schedule A hereto. The amount of any credit received from the
Series' custodian for cash balances maintained at the custodian shall be
subtracted from any amount required to be paid by [Trust] [Corporation] under
this Agreement.
V. NON-EXCLUSIVITY. It is understood that the services of the Administrator
hereunder are not exclusive, and the Administrator shall be free to render
similar services to other investment companies and other clients.
VI. LIABILITY. The Administrator shall give the Corporation the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Corporation agrees that neither the
Administrator nor the stockholders, officers, directors, or employees of the
Administrator shall be subject to any liability for, or any damages, expenses or
losses incurred in connection with, any act, omission or mistake in judgment
connected with or arising out of any services rendered under this Agreement,
except by reason of willful misfeasance, bad faith, or negligence in the
performance of the Administrator's duties, or by reason of reckless disregard of
the Administrator's obligations and duties under this Agreement. This provision
shall govern only the liability to the Corporation of the Administrator and that
of the stockholders, officers, directors, and employees of the Administrator,
and shall in no way govern the liability to the Corporation or the Administrator
of any other person or provide a defense
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for such other person, including persons that provide services for the Series as
described in Section II.B or C of this Agreement.
VII. TERM AND CONTINUATION. This Agreement shall take effect as of the date
hereof, and shall remain in effect, unless sooner terminated as provided herein,
until three (3) years from the date of this Agreement, and shall continue
thereafter on an annual basis with respect to each Series, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of the Board, or (b) by vote of a majority of the outstanding voting
securities of the Series, and provided continuance is also approved by the vote
of a majority of the Board who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of the Corporation, cast in person at a
meeting called for the purpose of voting on such approval. This Agreement may be
terminated without the payment of any penalty with respect to the entire
Corporation or only with respect to one or more Series thereof: (a) by the
Corporation at any time with respect to the services provided by the
Administrator by vote of (1) a majority of the Board members who are not
"interested persons" (as such term is defined in the 1940 Act) of the
Corporation, or (2) a majority of the outstanding voting shares of the
Corporation or, with respect to a particular Series, by vote of a majority of
the outstanding voting shares of such Series, on 60 days' written notice to the
Administrator; and (b) by the Administrator on or after the third anniversary of
the date hereof, without the payment of any penalty, upon 60 days' written
notice to the Corporation.
VIII. NOTICES. Notices of any kind to be given to the Administrator by the
Corporation shall be in writing and shall be duly given if mailed or delivered
to the Administrator at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to such
other address or to such individual as shall be specified by the Administrator.
Notices of any kind to be given to the Corporation by the Administrator shall be
in writing and shall be duly given if mailed or delivered to 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or to such other address or to such individual as
shall be specified by the Corporation.
IX. CORPORATION OBLIGATION. The obligations of this Agreement to pay the
Administrator for services provided to or procured for a Series shall be binding
only upon the assets and property of that Series and shall not be binding upon
any Board member, officer, or shareholder of the Corporation individually.
X. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
XI. MISCELLANEOUS. This Agreement shall be governed by the laws of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder. 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 and, to this extent, the provisions of this Agreement shall
be deemed to be severable. To the
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extent that any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise with regard to any party hereunder,
such provisions with respect to other parties hereto shall not be affected
thereby. The captions in this Agreement are included for convenience only and in
no way define any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may not be assigned by the Corporation or
the Administrator without the consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
XXXXXXX INTERNATIONAL FUND, INC.
on behalf of the Series
By: _______________________
Xxxxxxxx Xxxxx
President
XXXXXXX XXXXXX INVESTMENTS, INC.
By: _______________________
Xxxxxxx X. Xxxxx
Managing Director
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SCHEDULE A
XXXXXXX XXXXXX INVESTMENTS, INC.
FEE INFORMATION FOR SERVICES PROVIDED UNDER
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Fee, which shall be calculated based on each Series'
average daily net assets, shall be payable quarterly in an amount based on the
following annual rates.
Annual Administrative Fee Rates
-------------------------------
Emerging Markets Funds 0.6500%
Index Funds 0.2500%
International Funds 0.3750%
Money Market Funds 0.4000%
Sector Funds 0.3500%
Tax Free Funds 0.1500%
U.S. Income Funds 0.3000%
U.S. Large Cap Equity Funds 0.3000%
U.S. Small Cap Equity Funds 0.4500%
Emerging Markets Funds
----------------------
Xxxxxxx Emerging Markets Growth Fund October 2, 2000
Xxxxxxx Emerging Markets Income Fund October 2, 2000
Xxxxxxx Gold Fund October 2, 2000
Xxxxxxx Latin America Fund October 2, 2000
Xxxxxxx Pacific Opportunities Fund October 2, 2000
Index Funds
-----------
Xxxxxxx S&P 500 Index Fund September 11, 2000
Xxxxxxx Select 500 Fund August 28, 2000
Xxxxxxx Select 1000 Growth Fund October 2, 2000
International Funds
-------------------
Xxxxxxx Global Bond Fund October 2, 2000
Xxxxxxx Global Fund September 11, 2000
Xxxxxxx Greater Europe Growth Fund October 2, 2000
Xxxxxxx International Fund August 28, 2000
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Money Market Funds
------------------
Xxxxxxx Cash Investment Trust September 11, 2000
Xxxxxxx Money Market Series: Prime Reserve Shares and Xxxxxx 00, 0000
XXXX Prime Reserve Class^1
Xxxxxxx U.S. Treasury Money Fund October 2, 2000
Sector Funds
------------
Xxxxxxx Health Care Fund October 2, 2000
Xxxxxxx Technology Fund October 2, 2000
Tax Free Funds
--------------
Xxxxxxx California Tax Free Fund October 2, 2000
Xxxxxxx High Yield Tax Free Fund October 2, 2000
Xxxxxxx Managed Municipal Bonds July 31, 2000
Xxxxxxx Massachusetts Tax Free Fund October 2, 2000
Xxxxxxx Medium Term Tax Free Fund October 2, 2000
Xxxxxxx New York Tax Free Fund October 2, 2000
Xxxxxxx Tax Free Money Fund October 2, 2000
U.S. Income Funds
-----------------
Xxxxxxx GNMA Fund July 17, 2000
Xxxxxxx High Yield Bond Fund October 2, 2000
Xxxxxxx Income Fund July 24, 2000
Xxxxxxx Short Term Bond Fund August 14, 2000
U.S. Large Cap Equity Funds
---------------------------
Xxxxxxx Balanced Fund August 28. 2000
Xxxxxxx Capital Growth Fund July 17, 2000
Xxxxxxx Dividend & Growth Fund October 2, 2000
Xxxxxxx Growth and Income Fund August 14, 2000
Xxxxxxx Large Company Growth Fund October 2, 2000
Xxxxxxx Large Company Value Fund October 2, 2000
--------------------------
^1 The Administrative Fee rates for the other classes of Xxxxxxx Money
Market Series vary from this schedule. The Administrative Fee rates for
those classes are:
Premium Shares Class: 0.25%
AARP Premium Class: 0.25%
Managed Shares Class: 0.20%
Institutional Shares Class: 0.05%
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U.S. Small Cap Equity Funds
---------------------------
Xxxxxxx Development Fund October 2, 2000
Xxxxxxx Small Company Stock Fund July 17, 2000
Xxxxxxx Small Company Value Fund October 2, 2000
Xxxxxxx 21st Century Growth Fund October 2, 2000
__________________, 2000
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