SUB-ADMINISTRATION AGREEMENT
May 1, 1995
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Ladies and Gentlemen:
Gabelli Funds, Inc., a New York corporation (the "Adviser"), as
investment adviser or manager and administrator to the investment companies set
forth on Exhibit A and incorporated herein (each referred to herein as the
"Fund"), confirms its agreement with The Shareholder Services Group, Inc.
("TSSG") as set forth below.
1. Investment Description; Appointment; Governing Law
Each Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the objective, policies and
limitations specified in its Articles of Incorporation or Master Trust Agreement
as amended from time to time (the "Charter"), its By-Laws, as amended from time
to time, in its prospectus filed with the Securities and Exchange Commission
under the Investment Company Act of 1940, as amended (the "1940 Act") and the
Securities Act of 1933, as amended, as part of the Fund's Registration Statement
(the "Registration Statement"), as amended from time to time, and in the manner
and to the extent as may from time to time be approved as set forth in the
Charter. Copies of the Registration Statement, Charter and By-Laws have been
submitted to TSSG. The Fund employs the Adviser as its investment adviser or
manager and administrator and the Adviser desires to employ and hereby appoints
TSSG to act as its sub-administrator. TSSG accepts this appointment and agrees
to furnish the services as set forth in paragraph 2 of this Agreement for the
compensation set forth below. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
the conflict of law rules thereof.
2. Services as Sub-Administrator
Subject to the overall supervision and direction of the Adviser, TSSG
will (a) assist in supervising all aspects of each Fund's operations except
those performed by the Adviser under its investment advisory or management
agreement with each Fund; (b) supply the Adviser with office facilities (which
may be in TSSG's own offices), statistical and research data, data processing
services, clerical, accounting and bookkeeping services, including, but not
limited to, the calculation of the net asset value of shares in each Fund
("Shares"), internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; (c) prepare and
distribute materials for all Fund Board of Directors/Trustees Meetings,
including mailing of all Board materials, collating the same materials into the
Board books and assisting in the drafting of minutes for the Board meetings; (d)
prepare reports to holders of Shares ("Shareholders"), tax returns and reports
to and filings with the Securities and Exchange Commission, state Blue Sky
authorities and the applicable stock exchange; (e) provide any equipment or
services necessary for the purpose of pricing Shares or valuing each Fund's
investment portfolio and, when requested, calculate the amount of all applicable
"Blue Sky" expense limitations; (f) provide compliance testing of all Fund
activities against applicable requirements of the 1940 Act and the rules
thereunder, the Internal Revenue Code of 1986, as amended, and the Fund's
investment restrictions; (g) furnish to the Adviser such statistical and other
factual information and information regarding economic factors and trends as the
Adviser from time to time may require, it being understood and acknowledged by
the Fund and TSSG that TSSG shall not provide any services that would cause TSSG
to be deemed to be an "investment adviser", as that term is defined in Section
2(a)(20) of the 1940 Act, including without limitation, services involving the
making of recommendations with regard to purchases or sales by the Fund of
securities; (h) assist in preparing information in connection with regulatory
examinations; and (i) generally provide all administrative services that may be
required for the ongoing operation of each Fund in a manner consistent with the
requirements of the 1940 Act.
3. Compensation
In consideration of services rendered pursuant to this Agreement, the
Adviser will pay TSSG on the first business day of each month a fee for the
previous month in accordance with the fee schedule set forth on Exhibit B and
incorporated herein. Such fees do not include certain "out-of-pocket"
disbursements for which TSSG shall be entitled to xxxx separately. Out-of-pocket
disbursements shall include, but shall not be limited to the items specified on
Schedule C and incorporated herein, which schedule may be modified by TSSG upon
not less than 30 days prior written notice to the Adviser. Upon any termination
of this Agreement before the end of any month, the fee for such part of a month
shall be prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to TSSG, the value of
each Fund's net assets shall be computed at the times and in the manner
specified in the Registration Statement. TSSG will bear all expenses in
connection with the performance of its services under this Agreement with the
exception of costs of printing and mailing stock certificates, prospectuses,
reports and notices, interest on borrowed money, brokerage commissions, taxes
and fees payable to federal, state and other governmental agencies, fees of
Directors or Trustees of each Fund who are not affiliated with TSSG, outside
auditing expenses, outside legal expenses or other expenses not specified in
this Section 3 which may be properly payable by the Adviser or the Fund.
4. Standard of Care
TSSG shall exercise its best judgment in rendering the services listed
in paragraph 2 above. TSSG shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect TSSG against liability to the
Fund or to its Shareholders to which TSSG would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of TSSG's reckless disregard of its
obligations and duties under this Agreement.
5. Service to Other Companies or Accounts
The Adviser understands that TSSG now acts, will continue to act and
may act in the future as administrator, sub-administrator or transfer agent to
one or more other investment companies, and the Adviser has no objection to
TSSG's so acting. In addition, the Adviser understands that the persons employed
by TSSG to assist in the performance of TSSG's duties under this Agreement will
not devote their full time to such service and nothing contained in this
Agreement shall be deemed to limit or restrict the right of TSSG or any
affiliate of TSSG to engage in and devote time and attention to other businesses
or to render services of any kind or nature.
6. Term of Agreement
This Agreement shall become effective as of the date hereof and shall
remain in full force and effect for successive annual periods thereafter unless
terminated automatically in the event of its assignment or by either party,
without penalty, on sixty (60) days' written notice to the other party.
7. Amendment to this Agreement
No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by each party to the
Agreement.
8. Miscellaneous
Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Adviser or TSSG should be sufficiently given if
addressed to the party and received by it at its offices set forth below or at
such other place as it may from time to time designate in writing.
To the Adviser:
Gabelli Funds, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Attn: Xxxxx X. Xxxxxx
To TSSG:
The Shareholder Services Group, Inc.
Exchange Place - BOS425
Boston, Massachusetts 02109-2873
Attn: Xxxxxxxx Xxxxxxxx, Esq.
9. Confidentiality
All books, records, information and data pertaining to the business of
the Fund that are exchanged or received pursuant to the performance of TSSG's
duties under this Agreement shall remain confidential and shall not be
voluntarily disclosed to any other person, except as specifically authorized by
the Adviser or as may be required by law.
* * * * * *
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to us the
enclosed copy of this Agreement.
Very truly yours,
GABELLI FUNDS, INC.
By: XXXXX XXXXXX
Title: CFO GABELLI FUNDS DIVISION
Agreed to and Accepted as of May 1, 1995:
THE SHAREHOLDER SERVICES GROUP, INC.
By: XXXXXXX XXXXXX
Title: VICE PRESIDENT AND DIVISION MANAGER
EXHIBIT A
Effective May 1, 1996
The Gabelli Equity Trust, Inc.
The Gabelli Value Fund Inc.
The Gabelli Growth Fund
The Gabelli Asset Fund
The Gabelli Money Market Funds
- The Gabelli U.S. Treasury Money Market Fund
Gabelli Capital Series Funds, Inc.
- Gabelli Capital Asset Fund
Gabelli Income Series Funds, Inc.
- The Gabelli Global Governments Fund
The Gabelli Global Multimedia Trust Inc.
GABELLI FUNDS, INC.
By: XXXXX XXXXXX
Title: CFO GABELLI FUNDS DIVISION
FIRST DATA INVESTOR SERVICES GROUP INC.
By: XXXXXXX XXXXXX
Title: EXECUTIVE VICE PRESIDENT
EXHIBIT B
Fees for each Fund will be calculated based upon the aggregate average daily net
assets of the Funds listed on Exhibit A of this Agreement in accordance with the
following schedule:
Aggregate Assets Charges
$0 to $1 billion .10%
$1 billion to $1.5 billion .08%
$1.5 billion to $3 billion .03%
Over $3 billion .02%
Assets attributed to new funds created after January 1, 1995 will be subject to
a minimum fee of $30,000.
This fee rate will be applied to each Fund's average daily net assets.
EXHIBIT C
Out-of-Pocket Expenses
Out-of-pocket expenses include, but are not limited to the following:
- Travel to and from Board meetings outside the city of Boston, MA
(subject to prior approval of the Adviser) - Any other unusual expenses
in association with the services rendered under this Agreement, such as
duplicating
charges related to blue sky filings and Board book production
