Exhibit 8(a)
[Form of Administration Agreement]
THIS AGREEMENT made as of ____________, 2001, by and between
XXXXXXX MUTUAL FUND GROUP, INC. (the "Corporation"), a Maryland corporation, and
THE CHASE MANHATTAN BANK (the "Administrator").
W I T N E S S E T H :
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In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Corporation on behalf of each of its series and any new
series to be created hereby authorizes the Administrator to provide
administrative services to the Corporation in accordance with the terms and
conditions of this Agreement. The Administrator's services shall be subject to
the direction and control of the Board of Directors of the Corporation and shall
be performed under the direction of the appropriate Corporation officers. The
Administrator's functions shall be entirely ministerial in nature, and it shall
not have any responsibility or authority for the management of the Corporation,
the determination of its policies, or for any matter pertaining to the
distribution of securities issued by the Corporation.
SECOND: The Administrator shall provide certain administration
services including:
(A) arranging for the maintenance of the Corporation's books and
records except for: accounting books and records, sales literature and other
documents relating to the sale of securities issued by the Corporation (other
than copies of such documents preserved as a record of presentations to the
Board of Directors or Corporation officers) and records pertaining to the
ownership of securities issued by the Corporation;
(B) preparing for the signature of the appropriate Corporation officer
(or assisting counsel in the preparation of) all required Corporation proxy
statements and updates to the Corporation's Registration Statement under the
Investment Company Act of 1940 (the "Act");
(C) arranging for the printing and mailing (at the Corporation's
expense) of proxy statements and other reports or other materials provided to
the Corporation's shareholders;
(D) preparing agendas and supporting documentation for Director and
shareholder meetings;
(E) arranging for the computation of performance data including net
asset value and yield;
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(F) arranging for the publication of current price information in
newspapers and publications;
(G) responding to all inquires or other communications from
shareholders of the Corporation and other parties or, if the inquiry is more
properly responded to by the Corporation's transfer agent or distributor,
referring the individual making the inquiry to the appropriate person;
(H) reviewing from time to time the portfolios of each series of the
Corporation and transactions with brokers and dealers for compliance with
applicable law and Corporation policy; and
(I) coordinating all relationships between the Corporation and its
contractors, including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information; PROVIDED, that
coordination with the distributor shall be limited to the exchange of
information necessary for the administration of the Corporation and the
reporting of that information to the Board of Directors and Corporation
officers.
THIRD: Any activities to be performed by the Administrator under this
Agreement may be delegated or sub-contracted to a third party without the
approval of the Corporation. The Administrator retains ultimate responsibility
at all times under this contract for the performance of such activities
notwithstanding the existence of a third-party subcontract.
FOURTH: Any activities performed by the Administrator under this
Agreement shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Act and of any rules or
regulations in force thereunder; (2) any other applicable provision of law; (3)
the provisions of the [Certificate of Incorporation and By-Laws] of the
Corporation as amended from time to time; (4) any policies and determinations of
the Board of Directors of the Corporation; and (5) the fundamental policies of
each series of the Corporation, as reflected in the then current Registration
Statement of the Corporation. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement most recently filed by the
Corporation with the Securities and Exchange Commission and effective under the
Securities Act of 1933, as amended, as such Registration Statement is amended at
such time, and the term "Prospectus" and "Statement of Additional Information"
shall mean for the purposes of this Agreement the form of the then current
prospectus and statement of additional information for each series of the
Corporation.
FIFTH: Nothing in this Agreement shall prevent the Administrator or
any officer thereof from acting as administrator for any other person, firm or
corporation and shall not in any way limit or restrict the Administrator or any
of its directors, officers, employees or affiliates from buying, selling or
trading any securities for its own or their own accounts or for the accounts of
others for whom it or they may be acting; PROVIDED, HOWEVER, that the
Administrator expressly represents that it will undertake no activities which,
in its judgment, will adversely affect the performance of its obligations to the
Corporation under this Agreement.
SIXTH: The Administrator shall, at its own expense, provide office
space and facilities, equipment and personnel for the performance of its
functions hereunder.
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SEVENTH: The Corporation shall pay the Administrator, as full
compensation for all services rendered hereunder, an annual fee on behalf of
each series payable monthly and computed on the net asset value of the series at
the end of each business day at the annual rates set forth in Exhibit A hereto.
EIGHTH: In the event the operating expenses of any series of the
Corporation, including all investment advisory, administration and
sub-administrator fees but excluding brokerage commissions and fees, taxes,
interest and extraordinary expenses such as litigation for any fiscal year
ending on a date on which this Agreement is in effect, exceed the most
restrictive expense limitation applicable to the series imposed by the
securities laws or regulations thereunder of any state in which the shares of
the series are qualified for sale, as such limitations may be raised or lowered
from time to time, the Administrator shall reduce its administration fee to the
extent of its share of such excess expenses. The amount of any such reduction to
be borne by the Administrator shall be deducted from the monthly administration
fee otherwise payable to the Administrator during such fiscal year, and if such
amounts should exceed the monthly fee, the Administrator shall pay to such
series its share of such excess expenses no later than the last day of the first
month of the next succeeding fiscal year. For the purposes of this paragraph,
the term "fiscal year" shall exclude the portion of the current fiscal year
which shall have elapsed prior to the date hereof and shall include the portion
of the then current fiscal year which shall have elapsed at the date of
termination of this Agreement.
NINTH:
(A) This Agreement shall go into effect at the close of business on
the date hereof and, unless terminated as hereinafter provided, shall continue
in effect for two years thereafter and from year to year thereafter, but only so
long as such continuance is specifically approved at least annually by the
Corporation's Board of Directors, including the vote of a majority of the
Directors who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party cast in person at a meeting called for the
purpose of voting on such approval, or by the vote of the holders of a
"majority" (as so defined) of the outstanding voting securities of the
applicable series and by such vote of the Directors.
(B) This Agreement may be terminated by the Administrator at any time
without penalty upon giving the Board of Directors of the Corporation sixty (60)
days' written notice (which notice may be waived by the Corporation) and may be
terminated by the Board of Directors of the Corporation at any time without
penalty upon giving the Administrator sixty (60) days' written notice (which
notice may be waived by the Administrator); PROVIDED, that such termination by
the Board of Directors of the Corporation shall be directed or approved by the
vote of a majority of all of its Directors in office at the time, including a
majority of the Directors who are not interested persons (as defined in the Act)
of the Corporation, or by the vote of the holders of a majority (as defined in
the Act) of the voting securities of each series of the Corporation at the time
outstanding and entitled to vote. This Agreement shall automatically terminate
in the event of its assignment, the term "assignment" for this purpose having
the meaning defined in Section 2(a)(4) of the Act.
TENTH: In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator or any of its officers, directors or employees, the
Corporation shall indemnify the Administrator against any and all claims,
demands and liabilities and expenses (including reasonable attorney's fees)
which
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the Administrator may incur based on any omission in the course of, or connected
with, rendering services hereunder.
ELEVENTH: A copy of the [Certificate of Incorporation] of the
Corporation is on file with the Secretary of the State of Maryland, and notice
is hereby given that this instrument is executed on behalf of the Directors of
the Corporation as Directors and not individually, and that the obligations of
this instrument are not binding upon any of the Directors or shareholders
individually but are binding only upon the assets and property of the
Corporation.
TWELFTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed, postage paid, to the other party at such
address as such other party may designate for the receipt of such notices. Until
further notice to the other party, it is agreed that the address of the
Corporation shall be 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000, and the address of the Administrator shall be 0 Xxxxx Xxxxxx, Xxxxxxxxx,
XX 00000
IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
ATTEST: XXXXXXX MUTUAL FUNDS GROUP, INC.
By:
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ATTEST: THE CHASE MANHATTAN BANK
By:
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