ADMINISTRATION AGREEMENT
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THIS AGREEMENT is made as of the ' 1st day of October , 1991 by and
between the Bailard, Xxxxx & Xxxxxx International Fixed-Income and Equity Funds
(the "Funds"), two separate series of the Bailard, Xxxxx & Xxxxxx International
Fund Group, Inc. , a Maryland Corporation (the "Company"), and INVESTMENT
COMPANY ADMINISTRATION CORPORATION, a New Jersey Corporation (the
"Administrator");
WITNESSETH
WHEREAS, the Funds are non-diversified series of an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company wishes to retain the Administrator to provide
certain administrative services in connection with the management of the Funds'
operations and the Administrator is willing to furnish such services:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the Funds' operations for the period and on the terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to comply with all relevant provisions of the 1940 Act, applicable rules and
regulations thereunder, and other applicable law.
2. Services on a Continuing Basis. Subject to the overall supervision
of the Board of Directors of the Company and Bailard, Xxxxx & Xxxxxx Inc., (the
"Manager"), the Administrator will perform the following services on a regular
basis which would be daily, weekly or as otherwise appropriate:
A) perform the services in Schedule 1 attached; and
B) such additional services as may be agreed upon by the Funds and the
Administrator.
3. Responsibility of the Administrator. The Administrator shall be
under no duty to take any action on behalf of the Funds except as set forth
herein or as may be agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator shall be obligated to
exercise reasonable care and diligence and to act in good faith and to use its
best efforts. Without limiting the generality of the foregoing or any other
provision of this Agreement, the Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. Reliance Upon Instructions. The Company agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Directors of the
Company and shall incur no liability to the Company or the Company's Manager in
acting upon such oral or written instructions, provided such instructions
reasonably appear to have been received from a person duly authorized by the
Board of Directors of the Company to give oral or written instructions on behalf
of the Funds.
5. Confidentiality. The Administrator agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Funds and all prior, present or potential shareholders of the Funds,
except after prior notification to, and approval of release of information in
writing by, the Funds, which approval shall not be unreasonably withheld where
the Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Funds.
6. Equipment Failures. In the event of equipment failures or the
occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties (at the
Administrator's expense) to prevent or remedy such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this agreement, each Fund (the International
Fixed-Income Fund and International Equity Fund) will pay to the Administrator
an annual fee equal to $40,000, payable monthly by the fifth day of the next
month.
8. Indemnification. The Funds agree to indemnify and hold harmless the
Administrator from all taxes, filing fees, charges, expenses, assessments,
claims and liabilities (including without limitation, liabilities arising under
the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys fees and
disbursements, arising directly or indirectly from any action or thing which the
Administrator takes or does or omits to take or do at the request of or in
reliance upon the advice of the Board of Directors of the Company, provided,
that the Administrator will not be indemnified against any liability to the
Funds or to shareholders of the Funds (or any expenses incident to such
liability) arising out of the Administrator's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement. The Administrator agrees to indemnify and hold harmless
the Funds, the Company, and each of its Directors from all claims and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and
any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys fees and
disbursements, arising directly or indirectly from any action or thing which the
Administrator takes or does or omits to take or do which is in violation of this
Agreement or not in accordance with instructions properly given to the
Administrator, or arising out of the Administrator's own willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement. No fund or other series of the Company shall be liable for
any claim against, or expense of, any other fund or series of the Company.
9. Duration and Termination. This Agreement shall continue until
termination by the Funds (through the Board of Directors of the Company) or the
Administrator on 60 days' written notice to the other. All notices and other
communications hereunder shall be in writing. This Agreement cannot be assigned
without the prior written consent of the other party hereto.
10. Amendments. This Agreement or any part hereof may be changed or
waived only by instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
11. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in California and governed by
California law. 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
will not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first written
above.
BAILARD, XXXXX & XXXXXX INTERNATIONAL
FUND GROUP, INC.
By: /s/ Xxxxx Xxxxx
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Title: Treasurer
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INVESTMENT COMPANY ADMINISTRATION
CORPORATON
By: /s/ Xxxx Xxxxxxx
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Title: Vice President
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Schedule I
Services
A. Administration
1. Legal
a. Draft and file in conjunction with Funds' counsel the
Post-Effective Amendment and any supplements ("stickers")
to the Registration Statement for each Fund.
b. File State Registrations
c. Maintain corporate and blue sky calendars covering the
matters referred to herein.
d. Monitor Blue Sky summary reports.
e. Order checks for states that have to be renewed or amended.
f. Complete various State forms for renewals or amendments.
g. Complete blue sky sales reports for states where required.
h. Mail out copies of prospectuses and annual reports when new
ones are printed.
i. Notify all states of any change to any Fund.
j. Assist in obtaining required Fidelity Bond and Directors
and Officers Insurance, and monitor on a monthly basis
compliance with levels of Fidelity Bond Insurance required
by the Investment Company Act.
k. Prepare and distribute materials for all directors,
including annual 1099's.
l. Prepare required and pro-forma data for annual approvals of
advisory, distribution and administrative services
contracts.
m. File Rule 24F-2 Notice annually.
n. Assist in the negotiations of any contracts covering the
matters referred to herein.
o. Draft and file proxy statements in conjunction with Funds'
counsel.
p. Recommend items covering the matters referred to herein for
the agenda for the Board of Directors Meetings.
q. Prepare or compile all exhibits for related agenda items
(i.e. contracts, reports, schedules).
r. Prepare and file NSAR semi-annually.
s. Coordinate the activities of the Funds' Advisers, Transfer
Agents, Custodians, Legal Counsel and Independent
Accountants, as they relate to the Adminstrator's
oversight, recordkeeping and reporting responsibilities
hereunder.
2. Operations & Administration
a. Prepare and file periodic reports to shareholders and
coordinate each proof copy with printers, independent
accountants, and attorneys prior to production of the final
product.
b. Monitor daily and periodic compliance -with respect to
Investment Company Act, Internal Revenue Code, and
Prospectus guidelines and restrictions, which includes the
items identified in Appendix A (attached) performed on a
periodic basis.
c. Frequent audit of all income and expense accruals, sales
and redemptions of capital shares, and capital shares
outstanding.
d. Evaluate expenses, project future expenses, determine
accruals, and process payments of expenses.
Addendum to Administration Agreements
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Effective July 1, 1995, the Administration Agreements between
Investment Company Administration Corporation and Bailard Xxxxx & Xxxxxx Fund
Group and Bailard, Xxxxx & Xxxxxx International Fund Group, Inc., dated April 1,
1994 and October 1, 199 1, respectively, are hereby amended as follows:
1. Paragraph 7 of the Agreements.
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7. Compensation. As compensation for services rendered by the
Administrator during the term of this agreement, each Fund will pay to
the Administrator an annual fee equal to $32,500, payable monthly by the
fifth day of the next month.
2. Schedule I of the Attachments.
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A. Administration
1. Legal
Paragraphs b., d., e., f, g. and I. are omitted from the
schedule of services to be provided. Paragraph c. is revised to read as
follows:
c. Maintain corporate calendars covering the matters
referred to herein.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the day and year first written
above.
BAILARD, XXXXX & XXXXXX FUND GROUP and
BAILARD, XXXXX & XXXXXX INTERNATIONAL FUND GROUP, INC
By: /s/ [ILLEGIBLE]
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Title: Treasurer
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INVESTMENT COMPANY ADMINISTRATION CORPORATION
By: /s/ Xxxx Xxxxxxx
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Title: Sr. Vice President
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