Exhibit 99.(d)(2)(e)
XXXXXXX X. XXXXXXXXX FUND, INC.
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT
XXXXXXXXX INTERNATIONAL VALUE PORTFOLIO II
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT, dated as of
February 22, 1999, between XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland
Corporation (the "Fund"), on behalf of the Xxxxxxxxx International Value
Portfolio II (the "Portfolio"), and XXXXXXX X. XXXXXXXXX & CO., INC., a New York
Corporation ("Xxxxxxxxx").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. Duties of Xxxxxxxxx.
a. Shareholder Servicing. Xxxxxxxxx shall provide shareholder servicing
to the Fund, the Portfolio, or its shareholders, including, but not limited to:
(i) processing share purchase and redemption requests transmitted or delivered
to the office of Xxxxxxxxx; (ii) proxy solicitations and providing information
to shareholders concerning their mutual fund investments, systematic withdrawal
plans, dividend payments and reinvestments, shareholder account or transaction
status, net asset value of shares, Portfolio performance, Fund services, plans
and options, investment policies, Portfolio holdings and distributions and the
taxation thereof; and (iii) dealing with shareholder complaints and
correspondence directed to or brought to the attention of Xxxxxxxxx. Xxxxxxxxx
may enter into agreements with other organizations whereby some or all of
Xxxxxxxxx'x duties in this regard may be delegated, and such organizations will
be compensated therefor by Xxxxxxxxx.
b. Administration. Xxxxxxxxx shall also manage the corporate affairs of
the Portfolio including, but not limited to (i) providing office space,
clerical, secretarial, and administrative services (exclusive of, and in
addition to, any such service provided by any others retained by the Fund on
behalf of the Portfolio) and executive and other personnel necessary for the
operations of the Fund and of the Portfolio, (ii) supervising those responsible
for the financial and accounting records required to be maintained by the Fund
and (iii) overseeing the performance of services provided to the Fund on behalf
of the Portfolio by others, including the Custodian and Transfer Agent.
Xxxxxxxxx'x performance of its duties under this Agreement shall be subject in
each case to oversight by the Board of Directors of the Fund (the "Board") and
in accordance with the objectives and policies set forth in the Registration
Statement and the current Prospectus and Statement of Additional Information
relating to the Fund or the Portfolio, as amended from time to time, the
requirements of the Investment Company Act of 1940, as amended (the "Act") and
other applicable law.
2. Limitation of Liability. Subject to Section 36 of the Act,
Xxxxxxxxx, and the directors, officers and employees of Xxxxxxxxx, shall not be
liable to the Fund or the Portfolio for any error of judgment or mistake of law
or for any loss arising out of the performance or non-performance of duties
under this Agreement, except for willful misfeasance, bad faith or gross
negligence in the performance of, or by reason of reckless disregard of,
obligations and duties under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolio, shall
indemnify and hold harmless Xxxxxxxxx, and the directors, officers, and
employees of Xxxxxxxxx, against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expenses and reasonable counsel fees incurred in
connection therewith) arising out of the performance or non-performance of any
duties under this Agreement, provided, however, that nothing herein shall be
deemed to protect Xxxxxxxxx or any director, officer or employee thereof against
any liability to the Fund or its stockholders, to which Xxxxxxxxx or any
director, officer or employee thereof would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties under this
Agreement.
4. Expenses. Xxxxxxxxx shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall pay
any salaries, fees and expenses of the Directors who are employees of Xxxxxxxxx.
Xxxxxxxxx shall not be required to pay any other expenses of the Fund or the
Portfolio, including (a) the fees payable to Xxxxxxxxx under this Agreement and
the Investment Management Agreement; (b) the fees and expenses of Directors who
are not affiliated with Xxxxxxxxx; (c) the fees and expenses of the Custodian
and Transfer Agent, including but not limited to fees and expenses relating to
Fund accounting, pricing of the shares of the Portfolio and computation of net
asset value; (d) the fees and expenses of calculating yield and/or performance
of the Portfolio; (e) the charges and expenses of legal counsel and independent
accountants; (f) all taxes and corporate fees payable to governmental agencies;
(g) the fees of any trade association of which the Fund is a member; (h)
reimbursement of the Portfolio's share of the organization expenses of the
Portfolio or the Fund; (i) the fees and expenses involved in registering and
maintaining registration of the Fund and the Portfolio's shares with the
Securities and Exchange Commission, registering the Fund as a broker or dealer
and qualifying the shares of the Portfolio under state securities laws,
including the preparation and printing of the registration statements and
prospectuses for such purposes, allocable communications expenses with respect
to investor services, all expenses of shareholders' and Board of Directors'
meetings and preparing, printing and mailing proxies, prospectuses and reports
to shareholders; (j) brokers' commissions, dealers' xxxx-ups and any issue or
transfer taxes chargeable in connection with the Portfolio's transactions; (k)
the cost of stock certificates representing shares of the Portfolio; (1)
insurance expenses, including, but not limited to, the cost of a fidelity bond,
directors and officers insurance and errors and omissions insurance; and (m)
litigation and indemnification expenses, expenses incurred in connection with
mergers, and other extraordinary expenses not incurred in the ordinary course of
the Portfolio's business.
5. Compensation. As compensation for the services performed and the
facilities and personnel provided by Xxxxxxxxx pursuant to Section 1 of this
Agreement, the Fund, on behalf of the Portfolio, will pay to Xxxxxxxxx, promptly
after the end of each month, a fee assessed at an annual rate of 0.25 of 1% of
the average daily net assets of the Portfolio during the month. If Xxxxxxxxx
shall serve hereunder for less than the whole of any month, the fee hereunder
shall be prorated. Nothing herein shall prohibit the Directors from approving
the payment by the Fund, or the Portfolio, of additional compensation to others
for consulting services, supplemental research and security and economic
analysis.
6. Term of Agreement. This Agreement shall continue in effect with
respect to the Portfolio for a period of more than two years from the date
hereof only so long as such continuance is specifically approved at least
annually in conformity with the requirements of the Act with regard to
investment advisory contracts; provided, however, that this Agreement may be
terminated at any time without the payment of any penalty, on behalf of the
Portfolio, by the Fund, by the Board or, with respect to the Portfolio, by vote
of a majority of the outstanding voting securities (as defined in the Act) of
the Portfolio, or by Xxxxxxxxx, on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the Act).
7. Miscellaneous. This Agreement may be amended by mutual written
consent. This Agreement contains the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything herein
to the contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations. Xxxxxxxxx may perform the same
services for other persons or
2
entities, including other investment companies.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolio, and Xxxxxxxxx
have caused this Agreement to be executed by their duly authorized officers as
of the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By:
-----------------------------
Xxxxx X. Xxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By:
-----------------------------
Xxxx Xxxxx Xxxx, Secretary
3
