Exhibit 5(b)(2) Shareholder Servicing and Administrative Agreement -
International Value Portfolio
XXXXXXX X. XXXXXXXXX FUND, INC.
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT, dated as of March 18,
1992, between XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland Corporation (the
"Fund"), on behalf of the Xxxxxxxxx International Value Portfolio (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 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: Xxxxxx X. Xxxxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By: Xxxxxx X. Xxxxxx, Senior Vice President
