XXXXXX XXXXXXXX & XXXXXXXX, LLP
ADMINISTRATION AGREEMENT
Agreement dated as of the 9th day of September, 1996 by and between
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC., a Maryland corporation (the "Fund") and
XXXXXX XXXXXXXX & XXXXXXXX, LLP, a Pennsylvania limited liability partnership
("MAS").
WHEREAS, the Fund has filed a Registration Statement on Form N-1A to
register as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") and to offer and sell shares of its series of stock
(each series, a "Portfolio") under the Securities Act of 1933, as amended (the
"1933 Act");
WHEREAS, the Board of Directors of the Fund may from time to time
designate or classify additional Portfolios and classes of shares of such
Portfolios or redesignate or reclassify existing Portfolios and classes of
shares of such Portfolios and cause the shares of such Portfolios and classes to
be registered under the 1933 Act; and
WHEREAS, the Fund desires to retain MAS to render certain management,
administrative, transfer agency, dividend disbursing and other services to
certain Portfolios of the Fund, and MAS is willing to render such services;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Appointment of Administrator
----------------------------
The Fund hereby appoints MAS to act as administrator to the Portfolios
of the Fund as set forth on SCHEDULE A attached hereto (the "MAS Portfolios")
for the period and on the terms set forth in this Agreement. In connection
therewith, MAS accepts such appointment and agrees to render the services and
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services on the terms and for the
compensation herein provided. The parties hereto agree that MAS may render and
provide the services described herein directly or through the services of third
parties. In connection with such appointment, the Fund will deliver to MAS
copies of each of the following documents and will deliver to it all future
amendments and supplements, if any:
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A. A certified copy of the Articles of Incorporation of the Fund as
currently in effect and as supplemented or amended from time to time;
B. A certified copy of the Fund's By-Laws as currently in effect and
as amended from time to time;
C. A copy of the resolution of the Fund's Board of Directors
authorizing this Agreement;
D. Specimens of all forms of outstanding and new stock certificates
of the MAS Portfolios, if any, in the forms approved from time to time by the
Board of Directors of the Fund with a certificate of the Secretary of the Fund
as to such approval;
E. The Fund's registration statement on Form N-1A as filed with, and
declared effective by, the U.S. Securities and Exchange Commission, and all
amendments thereto;
F. Each resolution of the Board of Directors of the Fund authorizing
the original issue of its shares of the MAS Portfolios;
G. Certified copies of the resolutions of the Fund's Board of
Directors authorizing: (1) certain persons to give instructions to the Fund's
Custodian(s) pursuant to the Fund's custody agreements and (2) certain persons
to sign checks and pay expenses on behalf of the Fund.
H. A copy of each of the Fund's investment advisory agreements as
currently in effect and as amended from time to time.
I. A copy of each of the Fund's custody agreements as currently in
effect and as amended from time to time.
J. Such other certificates, documents or opinions which MAS may, in
its reasonable discretion, deem necessary or appropriate in the proper
performance of its duties hereunder.
2. Representation and Warranties of MAS
------------------------------------
MAS represents and warrants to the Fund that:
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A. It is a limited liability partnership, duly organized and
existing in good standing under the laws of Pennsylvania.
B. It is duly qualified to carry on its business in the State of New
York.
C. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform the services contemplated in
this Agreement.
D. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
E. It has and will continue to have and maintain, directly or
through third parties, the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
3. Authorized Shares
-----------------
The Fund certifies to MAS that (i) the Fund is authorized to issue the
number of shares, par value $0.001 per share, of common stock ("shares"), as set
forth in the Articles of Incorporation of the Fund, as currently in effect and
as supplemented or amended from time to time; (ii) the Board of Directors has
the power to classify or designate or reclassify or redesignate its unissued
shares of stock, from time to time, into one or more series of shares or
Portfolios and each series of shares or Portfolio into one or more classes of
shares; and (iii) the Fund will initially offer shares of more than one
Portfolio.
4. Services Provided by MAS
------------------------
MAS shall discharge, directly or through third parties, the following
responsibilities subject to the control of the Fund's Board of Directors, and in
compliance with the objectives, policies and limitations set forth in the Fund's
registration statement, By-Laws and applicable laws and regulations.
A. General Administration. Under the direction of the Fund's Board
----------------------
of Directors, MAS shall manage, administer, and conduct all of the general
business activities of the MAS Portfolios other than those that have been
contracted to third parties by the Fund. MAS shall, directly or through third
parties, provide the personnel and facilities necessary to perform such general
business activities under the supervision of the Fund's Board of Directors and
executive officers.
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B. Accounting. MAS shall, directly or through third parties,
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provide the following accounting services to the MAS Portfolios:
1) Maintenance of the books and records and accounting controls for
the MAS Portfolios' assets, including records of all securities
transactions;
2) Daily calculation of the net asset value for each of the MAS
Portfolios;
3) Accounting for dividends and interest received and distributions
made by each of the MAS Portfolios;
4) Preparation and filing of the MAS Portfolios' U.S. tax returns and
annual and semi-annual reports on Form N-SAR;
5) The production of transaction data, financial reports and such
other periodic and special reports as the Board of Directors of the
MAS Portfolios may reasonably request;
6) The preparation of financial statements for the annual and semi-
annual reports and other shareholder communications;
7) Liaison with the MAS Portfolios' independent public accountants;
and
8) Monitoring and administration of arrangements with the MAS
Portfolios' custodian and depository banks.
C. Transfer Agent. The Fund hereby directs MAS to be responsible
--------------
for the appointment of a transfer agent for the MAS Portfolios (the "MAS
Transfer Agent") and MAS agrees to act in such capacity. In connection with
such appointment, the MAS Transfer Agent shall:
1) Maintain records showing for each shareholder of the MAS
Portfolios the following:
a) Name, address and tax identifying number (if applicable);
b) Number of shares of each MAS Portfolio that is held;
c) Historical information including dividends paid and date and
price of all transactions, including individual purchases and
redemptions; and
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d) Any dividend reinvestment order, application, dividend
address and correspondence relating to the current maintenance of
the account.
2) Record the issuance of shares of each MAS Portfolio and notify the
Fund in case any proposed issuance of shares by the MAS Portfolios
shall result in an over-issuance as identified by Section 8-104(2) of
the Uniform Commercial Code and in case any issuance would result in
such an over-issuance, shall refuse to countersign and issue, and/or
credit, said shares. Except as specifically agreed in writing, MAS
and any transfer agent appointed by MAS shall have no obligation when
countersigning and issuing and/or crediting shares, to take cognizance
of any other laws relating to the issue and sale of such shares except
insofar as policies and procedures of the Stock Transfer Association
recognize such laws.
3) Process all orders for the purchase of shares of each MAS
Portfolio in accordance with the Fund's current registration
statement. Upon receipt of any check or other payment for purchase of
shares of the MAS Portfolios from an investor, the MAS Transfer Agent
will (i) stamp the order with the date of receipt, (ii) determine the
amounts thereof due the MAS Portfolios, and (iii) notify the MAS
Portfolios of such determination and deposit, such notification to be
given on a daily basis of the total amounts determined and deposited
to said account during such day. The MAS Transfer Agent shall then
credit the share account of the investor with the number of shares to
be purchased according to the price of the MAS Portfolio's shares in
effect for purchases made on the date such payment is received as set
forth in the Fund's then-current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to any
instructions that the Fund may give to MAS or the MAS Transfer Agent
with respect to the timing or manner of acceptance of orders for
shares relating to payments so received by it.
4) Receive and stamp with the date of receipt all requests for
redemptions of shares held in certificate or non-certificate form, and
shall process said redemption requests as follows:
a) If such certificate or redemption request complies with the
applicable standards approved by the Fund, MAS or the MAS
Transfer Agent shall on each business day notify the Fund of the
total number of shares presented and covered by such requests
received by MAS or the MAS Transfer Agent on such day;
b) On or prior to the seventh calendar day succeeding any such
request for redemption, or such shorter period of time as may be
required
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by applicable law, MAS or the MAS Transfer Agent shall notify the
Custodian, subject to instructions from the Fund, to transfer
monies to such account as designated by MAS or the MAS Transfer
Agent for such payment to the redeeming shareholder of the
applicable redemption or repurchase price; and
c) If any such certificate or request for redemption does not
comply with applicable standards, MAS or the MAS Transfer Agent
shall promptly notify the investor of such fact, together with
the reason therefore, and shall effect such redemption at the MAS
Portfolio's price next determined after receipt of documents
complying with said standards or, at such other time as the Fund
shall so direct.
5) Acknowledge all correspondence from shareholders relating to their
share accounts and undertake such other shareholder correspondence as
may from time to time be mutually agreed upon.
6) Process redemptions, exchanges and transfers of MAS Portfolio
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's then-current
prospectus. MAS and any transfer agent appointed by MAS shall be
permitted to act upon the instruction of any person by telephone to
redeem, exchange and/or transfer MAS Portfolio shares from any account
for which such services have been authorized. In accordance with
SECTION 7 herein, the Fund hereby agrees to indemnify and hold MAS and
any transfer agent appointed by MAS harmless against all losses, costs
or expenses, including attorney fees, suffered or incurred by MAS and
any transfer agent appointed by MAS directly or indirectly as a result
of (i) taping the telephone conversation of any shareholder, or (ii)
relying on the telephone instructions of any person acting on behalf
of a shareholder account for which telephone services have been
authorized.
D. Recording of Transfer. A transfer agent duly appointed by MAS is
---------------------
authorized to transfer on the records of the Fund maintained by it, shares
represented by certificates, as well as issued shares held in non-certificate
form, upon the surrender to it of the certificate or in the case of non-
certificated shares, comparable transfer documents in proper form for transfer,
and upon cancellation thereof to countersign and issue new certificates or other
document of ownership for a like amount of stock and to deliver the same
pursuant to the transfer instructions.
E. Stock Certificates. In the event one or more shareholders of any
------------------
MAS Portfolio requests certificates representing the shares of such shareholder
or shareholders, the
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Fund shall supply any transfer agent appointed by MAS with a sufficient supply
of continuous form blank stock certificates for each of the MAS Portfolios to
meet such requests for certificates. Such blank stock certificates shall be
properly signed, manually or by facsimile, as authorized by the Fund, and shall
bear the Fund's seal or facsimile thereof; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates of stock, the MAS Transfer Agent may, until otherwise directed by
the Fund or MAS, continue to countersign certificates which bear the manual or
facsimile signature of such officer.
F. Issue of Share Certificates. If a shareholder of any MAS
---------------------------
Portfolio requests a certificate representing his shares, the MAS Transfer
Agent, will countersign and mail by first class mail, a share certificate to the
investor at his address as set forth on the transfer books of the Fund.
G. Returned Checks. In the event that any check or other order for
---------------
the payment of money is returned unpaid for any reason, MAS or a third party
appointed by MAS will take such steps, including redepositing said check for
collection or returning said check to the investor, as MAS or a third party
appointed by MAS may, at its discretion, deem appropriate, or as the Fund may
instruct.
H. Dividend Tax Reporting and Withholding. MAS or a third party
--------------------------------------
appointed by MAS will prepare, file with the U.S. Internal Revenue Service and
mail to shareholders of the MAS Portfolios such returns for reporting payment of
dividends and distributions as are required by applicable laws to be so filed
and/or mailed and MAS or a third party appointed by MAS shall withhold such sums
as are required to be withheld under applicable U.S. Federal income tax laws,
rules and regulations.
I. Proxies. MAS or a third party appointed by MAS shall mail proxy
-------
statements, proxy cards and other proxy materials supplied to it by the Fund and
shall receive, examine and tabulate returned proxies. MAS or a third party
appointed by MAS shall make interim reports of the status of such tabulation to
the Fund upon request, and shall certify the final results of the tabulation.
J. Dividend Disbursing. MAS or a third party appointed by MAS shall
-------------------
act as Dividend Disbursing Agent for each of the MAS Portfolios, and, as such,
shall prepare and mail checks or credit income and capital gain payments to
shareholders. The Fund shall advise MAS or a third party appointed by MAS of
the declaration of any dividend or distribution and the record and payable date
thereof at least five (5) days prior to the record date. MAS or a third party
appointed by MAS shall, on or before the payment date of any such dividend or
distribution, notify the Fund's custodians of the estimated amount required to
pay any portion of said dividend or distribution which is payable in cash, and
on or before the payment date of such distribution, the Fund shall instruct its
custodians to make available to MAS or a third party
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appointed by MAS sufficient funds for the cash amount to be paid out. If an MAS
Portfolio shareholder is entitled to receive additional shares by virtue of any
such distribution or dividend, appropriate credits will be made to his account
and/or certificates delivered where requested. An MAS Portfolio shareholder not
electing issuance of certificates will receive a confirmation from MAS or a
third party appointed by MAS indicating the number of shares credited to his
account as a result of the reinvested dividend or distribution.
K. Other Information. MAS shall, directly or through third parties,
-----------------
furnish for the Fund such other information as is required by law, including but
not limited to shareholder lists for the MAS Portfolios, and such related
statistical information as may be reasonably requested by the Fund.
5. Services To Be Obtained Independently By The Fund
-------------------------------------------------
The following shall be provided to the Fund at no expense to MAS
hereunder:
A. Organizational expenses;
B. Services of independent accountants;
C. Services of outside legal counsel (including such counsel's
review of the Fund's registration statement, proxy materials and other reports
and materials prepared by MAS directly or through third parties under this
Agreement);
D. Any services contracted for by the Fund directly from parties
other than MAS;
E. Trading operations and brokerage fees, commissions and transfer
taxes in connection with the purchase and sale of securities for its investment
portfolio;
F. Taxes, insurance premiums and other fees and expenses applicable
to it operation;
G. Investment advisory services;
H. Costs incidental to any meetings of shareholders including, but
not limited to, legal and accounting fees, proxy filing fees and the
preparation, printing and mailing of any proxy materials;
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I. Costs incidental to Directors' meetings, including fees and
expenses of Directors;
J. The salary and expenses of any officer or employee of the Fund;
K. Services of the Fund's custodians and depository banks, and all
services related thereto;
L. Costs incidental to the preparation, printing and distribution of
the Fund's registration statement and any amendments thereto, and shareholder
reports;
M. All registration fees and filing fees required under the
securities laws of the United States and state regulatory authorities; and
N. Fidelity bond and Director's and Officers' liability insurance.
6. Prices, Charges and Instructions
--------------------------------
A. The Fund will pay to MAS, as compensation for the services
provided and the expenses assumed pursuant to this Agreement, as agreed to in a
written fee schedule approved by the parties hereto (see SCHEDULE B). In
addition, MAS, or third parties providing such services for the benefit of the
Fund through arrangements with MAS, shall be reimbursed for the cost of any and
all forms, including blank checks and proxies, used by it in communicating with
shareholders of the MAS Portfolios, or especially prepared for use in connection
with its obligations hereunder, as well as the cost of postage, telephone, telex
and telecopy used in communicating with shareholders of the MAS Portfolios and
microfilm used each year to record the previous year's transactions in
shareholder accounts and computer tapes used for permanent storage of records,
permanent storage costs for hard copy Fund records and cost of insertion of
materials in mailing envelopes by outside firms. Prior to ordering any forms in
such supply as it estimates will be adequate for more than two years' use, MAS
or any third party appointed by MAS shall obtain the written consent of the
Fund. All forms and other supplies as described above for which MAS or any
third party appointed by MAS has received reimbursement from the Fund shall be
and remain the property of the Fund until used for the Fund.
B. At any time MAS, and third parties providing such services for
the benefit of the Fund through arrangements with MAS, may apply to any officer
of the Fund or officer of the Fund's investment adviser for instructions, and
may consult with legal counsel for the Fund, or its own outside legal counsel,
at the expense of the Fund, with respect to any matter arising in connection
with the services to be performed by MAS or any third party appointed by MAS
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under this Agreement and MAS and such third parties shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in good
faith in reliance upon such instructions. In carrying out its duties hereunder,
MAS and such third parties shall be protected and indemnified in acting upon any
paper or document believed by it to be genuine and to have been signed by the
proper person or persons and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the Fund.
MAS shall also be protected and indemnified, except where a stop order is in
effect, in recognizing stock certificates which MAS reasonably believes to bear
the proper manual or facsimile signature of the officers of the Fund, and the
proper counter-signatures of any former transfer agent of the Fund.
7. Limitation of Liability and Indemnification
-------------------------------------------
A. MAS shall be responsible hereunder for the performance of only
such duties as are set forth or contemplated herein or contained in instructions
given to it which are not contrary to this Agreement. MAS shall have no
liability for any loss or damage resulting from the performance or non-
performance of its duties hereunder unless solely caused by or resulting from
the gross negligence or willful misconduct of MAS, its officers and employees.
B. The Fund shall indemnify and hold MAS, and third parties
providing services for the benefit of the Fund through arrangements with MAS,
harmless from all loss, cost, damage and expense, including reasonable expenses
for counsel, incurred by such person resulting from any claim, demand, action or
proceeding arising out of or based upon the Fund's material breach of this
Agreement or material omission by the Fund in the performance of its duties
hereunder or under such arrangements with MAS as to which the Fund has received
written notice, or as a result of acting upon any instructions reasonably
believed by any such person to have been executed by a duly authorized officer
of the Fund or of the Fund's investment advisers, provided that this
indemnification shall not apply to any such loss, cost, damage or expense
arising out of or based upon actions or omissions of MAS, its officers,
employees or agents in cases of its or their own gross negligence or willful
misconduct.
C. The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above, but, if the
Fund elects to assume the defense, such defense shall be conducted by counsel
chosen by the Fund. In the event the Fund elects to assume the defense of any
such suit and retain such counsel, MAS or any of its affiliated persons or any
third parties providing services for the benefit of the Fund through
arrangements with MAS, named as defendant or defendants in the suit, may retain
additional counsel but shall bear the fees and expenses of such counsel unless
at such time the Fund specifically authorizes in writing the retaining of such
counsel at the Fund's expense.
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D. No provisions of this Agreement shall be deemed to protect MAS or
any of its directors, officers and/or employees, or any of its affiliated
persons or any third parties providing services for the benefit of the Fund
through arrangements with MAS against liability to the Fund or its shareholders
to which it might otherwise be subject by reason of any fraud, willful
misfeasance or gross negligence in the performance of its or their' duties or
the reckless disregard of its or their obligations under this Agreement.
8. Confidentiality
---------------
MAS agrees that, except as otherwise required by law or as necessary
in accordance with this Agreement, MAS will keep confidential all records and
information in its possession relating to the Fund or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Fund.
9. Compliance With Governmental Rules and Regulations
--------------------------------------------------
The Fund assumes full responsibility hereunder for complying with all
applicable requirements of the 1933 Act, the 1940 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and any laws, rules and
regulations of governmental authorities having jurisdiction, except to the
extent that MAS specifically assumes any such obligations under the terms of
this Agreement.
MAS shall, directly or through third parties, maintain and preserve
for the periods prescribed, such records relating to the services to be
performed by MAS under this Agreement as are required pursuant to the 1940 Act
and the 0000 Xxx. All such records shall at all times remain the property of
the Fund, shall be readily accessible during normal business hours to each party
hereto, and shall be promptly surrendered upon the termination of this Agreement
or otherwise on written request. Records shall be surrendered in usable machine
readable form.
10. Status of MAS
-------------
The services of MAS to the Fund are not to be deemed exclusive, and
MAS shall be free to render similar services to others. MAS shall be deemed to
be an independent contractor hereunder and shall, unless otherwise expressly
provided herein or authorized by the Fund from time to time, have no authority
to act or represent the Fund in any way or otherwise be deemed an agent of the
Fund with respect to this Agreement.
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11. Printed Matter Concerning the Fund or MAS
-----------------------------------------
Neither the Fund nor MAS shall, with respect to this Agreement,
publish or circulate any printed matter that contains any reference to the other
party without its prior written approval, excepting such printed matter as
refers in accurate terms to MAS's appointment under this Agreement and except as
required by applicable laws.
12. Term, Amendment and Termination
-------------------------------
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall remain in effect for
a period of one year from the date the Fund's registration statement on file
with the U.S. Securities and Exchange Commission becomes effective and shall
automatically continue in effect thereafter unless terminated by either party at
the end of such period or thereafter on 60 days' prior written notice to the
other party. Upon termination of the Agreement, the Fund shall pay to MAS such
compensation as may be due under the terms hereof as of the date of such
termination. If, during the initial one-year period, either of the parties
hereto shall be in default in the performance of any of its duties and
obligations hereunder (the "Defaulting Party"), the other party hereto may give
written notice to the Defaulting Party and if such default shall not have been
remedied within 30 days after such written notice is given, then the party
giving such notice may terminate this Agreement by 90 days' written notice of
such termination to the Defaulting Party, but such termination shall not affect
any rights or obligations of either party arising from or relating to such
default under the terms hereof.
13. Notices
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Any notice or other communication authorized or required by this
Agreement to be given to any party mentioned herein shall be sufficiently given
if addressed to such party and mailed postage prepaid or delivered to its
principal office.
14. Non-Assignability
-----------------
This Agreement shall not be assigned by any of the parties hereto
without the prior consent in writing of the other party.
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15. Successors
----------
This Agreement shall be binding on and shall inure to the benefit of
the Fund and MAS, and their respective successors.
16. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
17. Counterparts
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the day and year first above written.
ATTEST: XXXXXX XXXXXXX
UNIVERSAL FUNDS, INC.
/s/Xxxxxx X. Xxxxxxxxx By : /s/Xxxxxxx X. Xxxxx
-------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Title: Secretary
ATTEST: XXXXXX XXXXXXXX & XXXXXXXX, LLP
/s/Xxxxxxxx Xxxxxx By: /s/Xxxxx X. Xxxxxx
-------------------------- ----------------------------
Name: Xxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Title: Authorized signatory
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SCHEDULE A
TO
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 9, 1996
BY AND BETWEEN
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
AND
XXXXXX XXXXXXXX & XXXXXXXX, LLP
PORTFOLIOS
----------
1. Fixed Income Portfolio
2. High Yield Portfolio
3. Core Equity Portfolio
4. Value Portfolio
5. Mid Cap Growth Portfolio
6. Mid Cap Value Portfolio
7. International Fixed Income Portfolio
8. Balanced Portfolio
9. Multi-Asset-Class Portfolio
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SCHEDULE B
TO
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 9, 1996
BY AND BETWEEN
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
AND
XXXXXX XXXXXXXX & XXXXXXXX, LLP
FEE SCHEDULE
------------
For the services provided and the expenses assumed pursuant to the attached MAS
Administration Agreement, Xxxxxx Xxxxxxx Universal Funds, Inc. (the "Fund")
shall pay to Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP, an annual fee, in monthly
installments, of .25% of the average daily net assets of each of the MAS
Portfolios of the Fund.
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