SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
This Agreement (the "Agreement") is made as of January 28, 2005 by and
between Xxxxxxxx Global Series Trust, a Massachusetts business trust (the
"Trust"), SEI Investments Global Funds Services (the "Administrator"), and
Xxxxxxxx Fund Advisors Inc., a New York corporation and administrator to the
Trust ("SFA").
WHEREAS, the Administrator provides sub-administration and accounting
services to Xxxxxxxx Capital Funds (Delaware), a Delaware business trust,
pursuant to the Sub-Administration and Accounting Agreement dated as of October
8, 2001 among the Administrator, SFA and Xxxxxxxx Capital Funds (Delaware), as
amended, attached hereto as Exhibit A (the "SCF Agreement");
WHEREAS each of the parties to the Agreement now wish for the
Administrator to begin providing sub-administration and accounting services to
the Trust on the same terms as the Administrator provides services to Xxxxxxxx
Capital Funds (Delaware) under the SCF Agreement, except as otherwise provided
herein;
NOW THEREFORE, for and in consideration of the promises and the mutual
covenants herein contained, the parties hereby agree as follows:
1. RETENTION OF THE ADMINISTRATOR. The Trust and SFA hereby retain the
Administrator to provide the same services to the Trust as are provided by the
Administrator to Xxxxxxxx Capital Funds (Delaware) under the SCF Agreement. The
Trust, SFA and the Administrator hereby enter into an agreement (the "SGST
Agreement") in the same form as the SCF Agreement, except for the following
changes:
(a) all references to "the Trust" in the SGST Agreement shall refer to
the Trust instead of Xxxxxxxx Capital Funds (Delaware);
(b) the SGST Agreement shall be effective as of the date hereof, and
the fees to be paid to the Administrator hereunder shall begin accruing on the
date hereof; and
(c) Schedule B to the SCF Agreement shall be replaced in its entirety
with the Schedule B attached hereto as Exhibit B.
2. GOVERNING LAW. This Agreement shall be construed in accordance with the laws
of the State of Delaware and the applicable provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"). To the extent that the applicable laws
of the State of Delaware, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.
SEI INVESTMENTS GLOBAL FUNDS SERVICES XXXXXXXX GLOBAL SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: Executive Vice President Title: Treasurer
XXXXXXXX FUND ADVISORS INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: CFO
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 28, 2005
BETWEEN
XXXXXXXX GLOBAL SERIES TRUST
XXXXXXXX FUND ADVISORS INC.
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Agreement shall also apply with respect to all portfolios of
the Trust listed below:
Xxxxxxxx North American Equity Fund
Fees: Each Portfolio shall pay the Administrator its pro
rata portion of the following fees, calculated based upon the
aggregate average daily net assets of all portfolios listed above
as follows:
Commencing as of January 28, 2005:
0.013% on the first $1 billion of average daily net
assets 0.005% on average daily net assets in excess
of $1 billion
This fee schedule is subject to a cumulative minimum annual fee
for the portfolios listed above in the amount of $50,000 for all
such portfolios and classes.
The minimum fee shall be increased for each portfolio
added to this agreement as follows: $50,000 for each
portfolio that invests primarily in domestic
securities, and $70,000 for each portfolio that
invests primarily in international securities. The
minimum fee shall be increased for each new class
added to any portfolio included in this agreement
after as follows: $12,500 for each new class added to
a portfolio that invests primarily in domestic
securities, and $17,000 for each new class added to a
portfolio that invests primarily in international
securities.
The minimum fee shall be decreased if any portfolio
included in this agreement is fully liquidated as
follows: $50,000 for each Portfolio that invests
primarily in domestic securities, and $70,000 for
each Portfolio that invests primarily in
international securities. The minimum fee shall be
decreased if any class in the portfolios included in
this agreement is liquidated after the date of this
Agreement as follows: $12,500 for each class that
invests primarily in domestic securities and $17,000
for each class that invests primarily in
international securities.
Notwithstanding the foregoing, under no circumstances will the
minimum annual fee for the portfolios listed above be less than
$50,000.
TERM: The Agreement became effective on January 28, 2005
and, shall remain in effect through October 31, 2006 ("Initial
Term") and, thereafter, shall automatically renew for successive
two (2) year terms, unless and until this Agreement is terminated
by a party in accordance with the provisions of Article 6 of the
Agreement.
[END OF SCHEDULE B]
