FUND ADMINISTRATION AGREEMENT
- Fund Administration Services
- Fund Accounting Services
- Transfer Agency Services
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
(XXXXXX XXXXXXX FUND, INC.)
UNITED STATES TRUST COMPANY OF NEW YORK
NOVEMBER 17, 1992
FUND ADMINISTRATION AGREEMENT
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
(Xxxxxx Xxxxxxx Fund, Inc.)
TABLE OF CONTENTS
SECTION/PARAGRAPH PAGE
1. APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 2
3. DELIVERY OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. SERVICES PROVIDED BY THE ADMINISTRATOR. . . . . . . . . . . . . . . . . 4
5. FEES, EXPENSES, EXPENSE REIMBURSEMENT . . . . . . . . . . . . . . . . . 6
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . 7
7. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. . . . . . . . . . 8
8. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
9. HIRING OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
11. ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
12. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
14. USE OF NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
16. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
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FUND ADMINISTRATION AGREEMENT
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
(Xxxxxx Xxxxxxx Fund, Inc.)
TABLE OF CONTENTS
SCHEDULE A
FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
SCHEDULE B
LISTING OF INVESTMENT FUNDS SUBJECT TO THIS AGREEMENT. . . . . . . . . . . . B-1
SCHEDULE C
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES. . . . . . . . . . . . . C-1
SCHEDULE D
DESCRIPTION OF FUND ACCOUNTING SERVICES. . . . . . . . . . . . . . . . . . . D-1
SCHEDULE E
DESCRIPTION OF TRANSFER AGENCY SERVICES. . . . . . . . . . . . . . . . . . . E-1
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FUND ADMINISTRATION AGREEMENT
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
(Xxxxxx Xxxxxxx Fund, Inc.)
AGREEMENT made as of November 17, 1992 by and between Xxxxxx Xxxxxxx Asset
Management Inc., a Delaware Corporation ("MSAM"), and United States Trust
Company of New York, a bank and trust company chartered under the laws of the
State of New York (the "Administrator").
WITNESSETH:
WHEREAS, the Xxxxxx Xxxxxxx Fund, Inc. (the "Fund") is registered as an open-
end, management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, MSAM is responsible for the provision of certain transfer agent, fund
accounting and administration services to the Fund pursuant to the Agreement
between MSAM and the Fund dated as of November 17, 1992 (the "MSAM
Administration Agreement"); and
WHEREAS, MSAM wishes to retain the Administrator to provide certain transfer
agent, fund accounting and administration services with respect to the Fund, and
the Administrator is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Administrator to provide
transfer agent, fund accounting and fund administration services for MSAM for
the benefit of the Fund, subject to the supervision of the Board of Directors of
the Fund (the "Board"), for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 5 of and Schedule A to this Agreement. The Fund currently consists of
the portfolios, funds and/or classes of shares (each an "Investment Fund";
collectively the "Investment Funds") listed in Schedule B, attached hereto. The
Fund shall notify the Administrator in writing of each additional Investment
Fund established by the Fund. Each new Investment Fund shall be subject to the
provisions of this Agreement, except to the extent that said provisions
(including those relating to the compensation and expenses payable by the Fund
and its Investment Fund) may be modified with respect to such new Investment
Fund in writing by the Fund and the Administrator at the time of the addition of
such new Investment Fund.
2. REPRESENTATIONS AND WARRANTIES.
(a) The Administrator represents and warrants to the Fund that:
(i) the Administrator is a bank and trust company duly chartered,
organized and existing and in good standing under the laws of the State of New
York;
(ii) the Administrator is duly qualified to carry on its business in
the State of New York;
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(iii) the Administrator is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to authorize
the Administrator to enter into and perform this Agreement;
(v) the Administrator has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform its duties
and obligations under this Agreement;and
(vii) the Administrator's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation applicable to the
Administrator;
(b) MSAM represents and warrants to the Administrator that:
(i) MSAM is a Delaware corporation, duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) MSAM is empowered under applicable laws and by its Articles of
Incorporation and By-laws to enter into and perform this Agreement;
(iii) all requisite corporate proceedings have been taken to authorize
MSAM and the Fund to permit MSAM to enter into and perform this Agreement;
(iv) the Fund is a Maryland corporation, duly organized and existing and
in good standing under the laws of the State of Maryland;
(v) the Fund is an investment company properly registered under the 1940
Act;
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(vi) a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will be
current during the term of this Agreement;
(vii) no legal or administrative proceedings have been instituted or
threatened which would impair MSAM's or the Fund's ability to perform their
duties and obligations under this Agreement; and
(viii) MSAM's entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or obligation of MSAM
or the Fund or any law or regulation applicable to either.
3. DELIVERY OF DOCUMENTS. MSAM will promptly furnish to the Administrator
such copies, properly certified or authenticated, of contracts, documents and
other related information that the Administrator may request or requires to
properly discharge its duties. Such documents may include but are not limited
to the following:
(a) Resolutions of the Board authorizing the appointment of the
Administrator to provide certain transfer agency, fund accounting and
administration services to MSAM and the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation;
(c) The Fund's By-laws ("By-laws");
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(d) The Fund's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and its
investment adviser (the "Advisory Agreement") and the MSAM Administration
Agreement;
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus(es) and Statement(s) of Additional Information
relating to all Investment Funds and all amendments and supplements thereto
(Such Prospectus(es) and Statement(s) of Additional Information and supplements
thereto, as presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
4. SERVICES PROVIDED BY THE ADMINISTRATOR.
(a) The Administrator will provide the following services subject to the
control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's Registration
Statement, Articles of Incorporation and
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By-laws; applicable laws and registrations, and all resolutions and policies
implemented by the Board:
(i) Fund administration;
(ii) Fund accounting; and
(iii) Transfer agency services.
A detailed description of each of the above services is contained in Schedules
C, D, and E, respectively, to this Agreement.
(b) The Administrator will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of the Administrator
or a corporate affiliate of the Administrator);
(ii) provide the services of individuals to serve as the Fund's
secretary and a principal financial officer who will be designated by the
Administrator and elected by the Board;
(iii) provide or otherwise obtain personnel sufficient, in the
Administrator's sole discretion, for provision of the services contemplated
herein;
(iv) furnish equipment and other materials, which the Administrator, in
its sole discretion, believes are necessary or desirable for provision of the
services contemplated herein; and
(v) keep records relating to the services provided hereunder in such
form and manner as set forth in Schedules C, D and E and as the Administrator
may otherwise deem
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appropriate or advisable, all in accordance with the 1940 Act. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, the
Administrator agrees that all such records prepared or maintained by the
Administrator relating to the services provided hereunder are the property of
the Fund and will be preserved for the periods prescribed under Rule 31a-2 under
the 1940 Act, maintained at the Fund's expense, and made available in accordance
with such Section and rules. The Administrator further agrees to surrender
promptly to the Fund upon its request and cease to retain in its records and
files those records and documents created and maintained by the Administrator
pursuant to this Agreement.
5. FEES, EXPENSES, EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement, the Fund shall pay the Administrator monthly fees determined as set
forth in Schedule A to this Agreement. Such fees are to be computed daily and
paid monthly on the first business day of the month following provision of the
services. Upon any termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement.
-7-
(b) For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be computed
as required by its Prospectuses, generally accepted accounting principles and
resolutions of the Board.
(c) The Administrator will from time to time employ or associate with such
person or persons as may be appropriate to assist the Administrator in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both the Administrator
and the Fund. The compensation of such person or persons for such employment
shall be paid by the Administrator and no obligation will be incurred by or on
behalf of the Fund in such respect.
(d) The Administrator will generally bear all of its own expenses in
connection with the performance of its services under this Agreement. The Fund
agrees to promptly reimburse the Administrator for any equipment and supplies
specially ordered by or for the Fund through the Administrator and for any other
expenses not contemplated by this Agreement that the Administrator may incur on
the Fund's behalf at the Fund's request or as consented to by the Fund. Such
other expenses to be incurred in the operation of the Fund and to be borne by
the Fund, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of the Administrator, or the Fund's
investment adviser or distributor; SEC and state Blue Sky registration and
qualification fees, levies, fines and other charges; administration fees;
charges and expenses of custodians; insurance premiums including fidelity bond
premiums; auditing and legal
-8-
expenses; costs of maintenance of corporate existence; expenses of typesetting
and printing of prospectuses for regulatory purposes and for distribution to
current shareholders of the Fund (the Fund's distributor to bear the expense of
all other printing, production, and distribution of prospectuses, statements of
additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; and any extraordinary expenses and other
Customary Fund expenses. In addition, the Administrator may utilize one or more
independent pricing services, approved from time to time by the Board, to obtain
Securities prices and to act as backup to the primary pricing services, in
connection with determining the net asset values of the Fund, and the Fund will
reimburse the Administrator for the Fund's share of the cost of such services
based upon the actual usage, or a pro-rata estimate of the use, of the services
for the benefit of the Fund.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrator agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of the Administrator's
responsibilities and duties hereunder. The Administrator may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and obtaining approval in writing from the Fund,
-9-
which approval shall not be unreasonably withheld and may not be withheld where
the Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities. Waivers of confidentiality are automatically effective
without further action by the Administrator with respect to Internal Revenue
Service levies, subpoenas and similar actions, or with respect to any request by
the Fund.
7. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY
(a) In the performance of its duties hereunder, the Administrator shall be
obligated to exercise the due care and diligence of a mutual fund accounting and
pricing service agent, transfer agent, registrar, dividend disbursing agent,
shareholder servicing agent and blue sky administrator, and to act in good faith
in performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents and other service
providers which the Administrator reasonably believes to be genuine, valid and
authorized.
(b) Subject to the foregoing, the Administrator shall not be liable for any
error of judgement or mistake of law or for any loss or expense suffered by the
Fund, in connection with the matters to which this Agreement relates, except for
a loss or expense resulting from willful misfeasance, bad faith or negligence on
the Administrator's part in the performance of its duties or from reckless
disregard by the Administrator of its obligations
-10-
and duties under this Agreement. Any person, even though also an officer,
director, partner, employee or agent of the Administrator, who may be or become
an officer, director, partner, employee or agent of the Fund, shall be deemed
when rendering services to the Fund or acting on any business of the Fund (other
than services or business in connection with the Administrator's duties
hereunder) to be rendering such services to or acting solely for the Fund and
not as an officer, director, partner, employee or agent or person under the
control or direction of the Administrator even though paid by the Administrator.
(c) Subject to Paragraph 7(b) above, the Administrator shall not be
responsible for, and MSAM and the Fund shall indemnify and hold the
Administrator harmless from and against, any and all losses, damages, costs,
reasonable attorneys' fees and expenses, payments, expenses and liabilities
arising out of or attributable to:
(i) all actions of the Administrator or its officers or Regents required
to be taken pursuant to this Agreement;
(ii) the reliance on or use by the Administrator or its officers or
agents of information, records, or documents which are received by the
Administrator or its officers or agents and furnished to it or them by or on
behalf of MSAM or the Fund, and which have been prepared or maintained by the
Fund, MSAM or any other third party on behalf of MSAM or the Fund;
-11-
(iii) MSAM's or the Fund's refusal or failure to comply with the terms
of this Agreement or MSAM's or the Fund's lack of good faith, or its actions, or
lack thereof, involving negligence or willful malfeasance;
(iv) the breach of any representation or warranty of MSAM hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by the Administrator on telephone or other electronic instructions of
any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by the Administrator or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or recognition by the Administrator of any
share certificates which are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper countersignature of any former
transfer agent or registrar of the Fund; and
(vii) the offer or sale of shares by the Fund in violation of any
requirement under the Federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with respect
to the offer or sale of such shares in such state resulting from activities,
actions, or omissions by the Fund's distributor or existing or arising out of
activities, actions or omissions by or on behalf of the Fund prior to the
effective date of this Agreement.
-12-
(d) The Administrator shall indemnify and hold MSAM or the Fund harmless
from and against any and all losses, damages, costs, charges, reasonable
attorneys' fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the terms
of this Agreement; the Administrator's breach of any representation or warranty
made by it herein; or the Administrator's lack of good faith, or acts involving
new negligence, willful misfeasance or reckless disregard of its duties.
8. TERM. This Agreement shall become effective on the date first
hereinabove written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on 90 days prior written
notice. Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is later.
9. HIRING OF EMPLOYEES. MSAM the Administrator agree that they will not
enter into discussions of employment or make offers of employment to each
others' employees without written approval from the other.
10. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be deemed to have been given when delivered in person or by certified
mail, return receipt
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requested, to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to MSAM or the Fund:
Xxxxxx Xxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn:
Fax: (212)
WITH A COPY TO:
If to the Administrator:
United States Trust Company
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Division Director, Mutual Funds
Fax: (000) 000-0000
WITH A COPY TO:
Mutual Funds Service Company
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
11. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the
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Administrator may in its own discretion and without limitation or prior consent
of the Fund, whenever and on such terms and conditions as the Administrator
deems necessary or appropriate, subcontract, delegate or assign its rights,
duties, obligations and liabilities to subsidiaries or affiliates of the
Administrator; provided, further, that any such subcontract, agreement or
understanding shall not discharge the Administrator or its affiliates or
subsidiaries, as the case may be, from its obligations hereunder. Similarly,
the Administrator or its affiliated subcontractor, designee, or assignee may at
its discretion, without notice to the Fund, enter into such subcontracts,
agreements and understandings, whenever and on such terms and conditions as the
Administrator or they deem necessary or appropriate to perform services
hereunder, with non-affiliated third parties; provided, that such subcontract,
agreement or understanding shall not discharge the Administrator, or its
subcontractor, designee, or assignee, as the case may be, from the
Administrator's obligations hereunder.
12. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. FORCE MAJEURE. The Administrator shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation,
-15-
acts of God, earthquakes, fires, floods, wars, acts of civil or military
authorities, or governmental actions, nor shall any such failure or delay give
the Fund the right to terminate this Agreement.
14. USE OF NAME. MSAM and the Administrator agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
15. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
16. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXXX XXXXXXX ASSET MANAGEMENT
INC.
(XXXXXX XXXXXXX FUND, INC.)
Attest: /s/Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- -------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx
---------------------------- ------------------------
Title: Vice President
-----------------------
UNITED STATES TRUST COMPANY OF
NEW YORK
Attest: By: /s/ Xxxxxx X. Xxxxx
--------------------------- --------------------------
Name: Name: Xxxxxx X. Xxxxx
--------------------------- ------------------------
Title: Senior Vice President
-----------------------
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FUND ADMINISTRATION AGREEMENT
Xxxxxx Xxxxxxx Fund, Inc.
November 17, 1992
SCHEDULE A
FEES AND EXPENSES
I. Fund Accounting and Administration Fees
a. MSAM shall pay to the Administrator an annual fee based on the following
schedule:
0.18 of 1% on the first $200 million in assets, plus
0.12 of 1% on the next $200 million in assets, plus
0.07 of 1% on the next $400 million in assets, plus
0.06 of 1% on assets in excess of $800 million.
b. The fees in the foregoing table shall be based on the average daily net
assets of all of the Fund's Investment Funds. The fees will be Computed and are
payable monthly.
c. Out-of-pocket expenses including but not limited to the cost of security
pricing services, including backup pricing services, the preparation of Fund
Board materials, and mailings will be billed to MSAM on a monthly basis.
A-1
FEES AND EXPENSES (Continued)
II. Transfer Agency and Shareholder Servicing Fees
a. MSAM shall pay to the Administrator annual and transaction fees based on
the following schedule:
Annual Fee (Per Account)
Maintain Customer Record $10.00
Trustee Fee - XXX (billed to participant) 10.00
Transaction Fee (Per Transaction, except as noted)
Open New Account 4.50
Additional Investment .50
Redemption (request by mail) 2.00
Redemption (check) .50
Redemption (telephone) 2.00
Exchange (telephone/mail) 2.00
Systematic Withdrawal Plan 2.00 per set-up
.15 per payment
Transfer of Shares 2.00
Dividend Check Preparation .10 per check
Dividend Reinvestment .05 per confirm
Proxy Preparation .40 per proxy
Proxy Tabulation .50 per proxy
Shareholder Inquiry (letter) 2.50
Shareholder Inquiry (telephone) 1.00
Returned Checks 25.00
Electronic Transactions .15 per transaction
Checkwriting Request 2.00
Checkwriting Order 1.00
Transfer of Assets - In or Out 10.00
Out-of-pocket expenses, including but not limited to the costs of forms,
statements and confirmation forms, telecommunications facilities,
microfiche and proxy processing, and postage, will be billed to the Fund on
a monthly basis.
A-2
FEES AND EXPENSES (Continued)
III. Fee Phase-In
The fees payable by MSAM to U.S. Trust for Fund Accounting and
Administration and Transfer Agency and Shareholder Servicing will be Subject to
a minimum annual average per Portfolio of $125,000, which minimum will be phased
in according to the following schedule:
No minimum fees from November 1992 through February 1993
50% of minimum fees from March 1993 through May 1993
75% of minimum fees from June 1993 through August 1993
100% of minimum fees from September 1993 through February 1994
125% of minimum fees from March 1994 through August 1994
150% of minimum fees from September 1994 through August 1995
200% of minimum fees beginning September 1995
Out-of-pocket expenses are not included in the calculation of the minimum
annual fees and are payable monthly as billed by the Administrator.
A-3
FUND ADMINISTRATION AGREEMENT
Xxxxxx Xxxxxxx Fund, Inc.
November 17, 1992
SCHEDULE B
LISTING OF INVESTMENT FUNDS SUBJECT TO THIS AGREEMENT
1. Xxxxxx Xxxxxxx Global Equity Allocation Fund
2. Xxxxxx Xxxxxxx Global Fixed Income Fund
3. Xxxxxx Xxxxxxx Money Market Fund
B-1
FUND ADMINISTRATION AGREEMENT
Xxxxxx Xxxxxxx Fund, Inc.
November 17, 1992
SCHEDULE C
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Directors materials
such as unaudited financial statements, distribution summaries, and deviations
of xxxx-to-market valuation and the amortized cost for money market funds.
B. Report Fund performance to outside services as directed by Fun(]
management.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist Fund
management in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish Fund's status as a regulated investment company ("RIC")
under Section 4982 of the Internal Revenue Code of 1986, as amended (the "Code")
regarding minimum distribution requirements.
E. Prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file Federal
Excise Tax Return (Fori-n 8613).
F. Prepare and file Fund's Semiannual Reports on Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual Reports
to Shareholders.
H. File copies of every financial report to shareholders with the SEC
under Rule 3Ob2- 1.
C-1
I. In conjunction with transfer agent, notify shareholders as to what
portion, if any, of the distributions made by the Fund's during the prior fiscal
year were exempt-interest dividends under Section 852 (b)(5)(A) of the Code.
J. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors) to whom the Fund paid more than $600 during the year.
K. Prepare and file California State Expense Limitation Report, if
applicable.
L. Provide financial information for Fund proxies and prospectuses
(Expense Table).
II. PORTFOLIO COMPLIANCE
A. Assist with monitoring each Investment Fund's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed in the
current prospectus(es) and statement(s) of additional information.
B. Assist with monitoring each Investment Fund's compliance with the
requirements of the Code Section 851 for qualification as regulated
investment companies (i.e., 90% Income, 30% Income - Short Three
Diversification Tests).
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase Agreements",
Rule 2a-7 procedures for money market funds and Rule 12d-3 procedures.
D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of the
Fund's Code of Ethics and SEC regulations.
III. REGISTRATION AND CORPORATE GOVERNANCE
A. Prepare and file annual, financial update post-effective amendments to
the Fund's registration statement on Form N-1A and file supplements as
needed.
B. Prepare and file Rule 24f-2 Notice and Opinion (state corporate law
legal opinion must be furnished by outside counsel).
C-2
C-3
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES (continued)
C. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering new Portfolios, preparing and filing
sales reports, filing copies of the registration statement and final
prospectus and statement of additional information, and increasing
registered amounts of securities in individual states.
IV. GENERAL ADMINISTRATION
A. Furnish Secretary and Chief Financial Officer or Treasurer of the Fund,
subject to reasonable Board approval.
B. Prepare Fund portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
C. For new portfolios, obtain Employer Identification Number and CUSIP
numbers or portfolios. Estimate organization (offering) costs and monitor
against actual disbursements.
D. Coordinate all communications and data collection with regards to any
regulatory examinations and yearly audits by independent accountants.
C-4
FUND ADMINISTRATION AGREEMENT
Xxxxxx Xxxxxxx Fund, Inc.
November 17, 1992
SCHEDULE D
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
The Administrator shall provide the following accounting services to the
Fund on behalf of MSAM:
A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all Securities transactions,
B. Calculation and transmission of each Investment Fund's Net Asset Value
to the NASD source for publication of prices in accordance with the
prospectus and to such other entities as directed by MSAM;
C. Accounting for dividends and interest received and distributions made
by the Fund;
D. Preparation and filing of the Fund's lax returns and Semiannual
Reports on Form N-SAR;
E. Production of transaction data, financial reports and such other
periodic and special reports as the Board may reasonably request;
F. The preparation of financial statements for the semiannual and annual
reports and other shareholder communications;
G. Liaison with the Fund's Independent auditors; and
H. Monitoring and administration of arrangements with the Fund's
custodian and depository banks. A listing of reports that will be
available to the Fund is included below.
D-1
DESCRIPTION OF FUND ACCOUNTING SERVICES (continued)
II. Domestic Fund Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International Fund Accounting Daily Reports
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
D-2
B. Portfolio Reports
1. Portfolio Report by Xxxxxx
0. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
D-3
DESCRIPTION OF FUND ACCOUNTING SERVICES (continued)
C. Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV.Monthly Fund Accounting Reports
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet
B. International Reports
D-4
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
D-5
FUND ADMINISTRATION AGREEMENT
Xxxxxx Xxxxxxx Fund, Inc.
November 17, 1992
SCHEDULE E
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services the
Administrator shall provide to the Fund on behalf of MSAM. The Administrator
shall:
A. Maintain records showing for each Fund shareholder the following: (1)
Name, address and tax identifying number; (ii) Number of shares of
each Investment Fund of the Fund; (iii) Historical information
including, but not limited to, dividends paid and date and price of
all transactions including individual purchases and redemptions; and
(iv) Any dividend reinvestment order, application, dividend address
and correspondence relating to the Current maintenance of the account;
B. Record the issuance of shares of common stock of each Investment Fund
of the Fund and notify the Fund in case any proposed issue of shares
by an Investment Fund shall result in an over-issue as identified by
Section 8-104(2) of the Uniform Commercial Code and in case any issue
would result in such an over-issue, shall refuse to countersign and
issue, and/or credit, said shares. Except as specifically agreed in
writing between the Administrator and the Fund, the Administrator
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 recognize such laws;
C. Process all orders for the purchase of shares of the Fund in
accordance with the Fund's current registration statement. Upon
receipt of any check or other payment for purchase of shares of the
Fund from an investor, it will (1) stamp the envelope with the date of
receipt, (ii) forthwith process the same for collection,
(iii)determine the amounts thereof due the Fund, and notify the Fund
of such determination and deposit, such notification to be given on a
daily basis of the total amounts determined and deposited to the
Fund's custodian bank account during such day. The Administrator
shall then credit the share account of the investor with the number of
Investment Fund shares to be purchased made on the date such payment
is received by the Administrator, as set forth in the Fund's current
prospectus and shall promptly mail a confirmation of said purchase to
the investor, all subject to any instructions which the Fund may give
to the Administrator with respect to the timing or manner of
acceptance of orders for shares relating to payments so received by
it;
E-1
DESCRIPTION OF TRANSFER AGENCY SERVICES (continued)
D. Receive and stamp with the date of receipt all requests for
redemptions or repurchase of shares held in certificate or non-
certificate form, and shall process redemptions and repurchase
requests as follows: (i) If such certificate or redemption request
complies with the applicable standards approved by the Fund, the
Administrator shall on each business day notify the Fund of the total
number of shares presented and covered by such requests received by
the Administrator on such day; (ii) On or prior to the seventh
calendar day succeeding any such requests received by the
Administrator shall notify the Custodian, subject to instructions from
the Fund, to transfer monies to such account as designated by the
Administrator for such payment to the redeeming shareholder of the
applicable redemption or repurchase price; (iii) If any such
certificate or request for redemption of repurchase does not comply
with applicable standards, the Administrator shall promptly notify the
investor of such fact, together with the reason therefor, and shall
effect such redemption at the Fund's price next determined after
receipt of documents complying with said standards of, at such other
time as the Fund shall so direct;
E. 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;
F. Process redemptions, exchanges and transfers of Fund shares upon
telephone instructions from qualified shareholders in accordance with
the procedures set forth in the Fund's current prospectus. The
administrator shall be permitted to redeem, exchange and/or transfer
Fund shares from any account for which such services have been
authorized.
E-2
