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Exhibit 13(h)(27)
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, amended and restated this 3rd day of
July, 2001, between Xxxxxxx International Fund, Inc. (the "Fund"), a Maryland
corporation and Zurich Xxxxxxx Investments, Inc. ("Zurich Xxxxxxx" or
"Administrator"), a Delaware corporation.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of capital stock
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Fund has established multiple series, including Xxxxxxx
Emerging Markets Growth Fund, Xxxxxxx Greater Europe Growth Fund, Xxxxxxx
International Fund, Xxxxxxx Latin America Fund and Xxxxxxx Pacific Opportunities
Fund (each a "Series"), each of which offers six classes of shares, namely the
Class S, Class AARP, Class A, Class B, Class C, Class I, and Class M Shares, as
applicable, (collectively, the "Classes"); and
WHEREAS, Zurich Xxxxxxx provides investment management services pursuant
to a separate Investment Management Services Agreement; and
WHEREAS, the Fund wishes to retain Zurich Xxxxxxx to provide
administrative and other services to the Fund with respect to the Series and
Classes in the manner and on the terms hereinafter set forth; and
WHEREAS, Zurich Xxxxxxx is willing to furnish such services in the
manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
I. APPOINTMENT. The Fund hereby appoints Zurich Xxxxxxx as
Administrator to provide the administrative and other services with respect to
the Series for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees during such period to render
the services herein set forth for the compensation herein provided. In the event
the Fund establishes and designates additional series with respect to which it
desires to retain the Administrator to render administrative and other services
hereunder, and the Administrator is willing to render those services, Schedule A
hereto shall be amended to reflect the compensation payable to the Administrator
on behalf of that series and that series shall become a Series hereunder.
II. DUTIES. Subject to the general supervision of the Board of
Directors of the Fund (the "Board"), the Administrator shall provide or procure
all organizational, administrative and other services reasonably necessary for
the operation of the Series and certain other services,
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all as more particularly described and except as provided below.
A. ADMINISTRATIVE SERVICES. Subject to the approval or
consent of the Board, the Administrator shall provide or procure, at the
Administrator's expense, services to each Series ("Series wide Administrative
Services") to include the following: (i) coordinating matters relating to the
operation of the Series, including any necessary coordination among Zurich
Xxxxxxx or other advisers to the Series, the custodian(s), transfer agent(s),
shareholder servicing and dividend disbursing agent(s), subaccounting and
recordkeeping agent(s), pricing agent(s), independent public accountants,
attorneys, and other parties performing services or operational functions for
the Series; (ii) providing the Series with the services of a sufficient number
of persons competent to perform such administrative and clerical functions as
are necessary to ensure compliance with federal securities laws, as well as
other applicable laws, and to provide effective administration of the Series;
(iii) maintaining, or supervising the maintenance by third parties, of such
books and records of the Fund and the Series as may be required by applicable
federal or state law other than the records and ledgers maintained under the
Investment Management Agreement; (iv) preparing and arranging for the
distribution of proxy materials to shareholders of the Series as required by
applicable law; (v) arranging for and paying for services of the Series'
custodian; (vi) arranging for and paying for preparation of the Series' tax
returns; and (vii) taking such other action with respect to the Series as may be
required by applicable law, including, without limitation, the rules and
regulations of the SEC and of state securities commissions and other regulatory
agencies.
Subject to the approval or consent of the Board, the
Administrator shall provide or procure, at the Administrator's expense, services
to each Class of the Series ("Class Administrative Services") to include the
following: (i) transfer agency, shareholder servicing and dividend disbursing
services, and, to the extent allocable to a particular Class, subaccounting and
recordkeeping services; (ii) internal fund accounting services performed on
behalf of each Series; and (iii) preparing and arranging for the printing and
distribution of prospectuses, of periodic reports and notices to shareholders of
the Series as required by applicable law. To the extent that any Serieswide
Administrative Services described above are provided to a particular Class, they
may be deemed to be Class Administrative Services.
B. EXPENSES. During the term of this Agreement, the
Administrator will pay all expenses incurred by it in connection with its
obligations under this Agreement, except such expenses as are those of the
Series under this Agreement. The Administrator shall pay for maintaining its
staff and personnel and shall, at its own expense provide the equipment, office
space, and facilities necessary to perform its obligations under this Agreement.
In addition, the Administrator shall, at its expense, furnish to the Fund, any
Series or a particular Class thereof, as applicable, or procure and pay for: (a)
usual and customary auditing services of each Series' independent public
accountants; (b) services of each Series' transfer agent(s), shareholder
servicing and dividend disbursing agent(s), and shareholder recordkeeping
agent(s); (c) services of each Series' custodian, including any recordkeeping
services provided by the custodian; (d) services of each Series' accounting
agent(s); (e) services of obtaining quotations for calculating the value of each
Series' net assets; (f) services of maintaining the Series' tax records; (g)
services, including procurement of legal services, incident to meetings of the
Corporation's shareholders, the preparation and filing of registration
statements under the Securities Act of 1933, as amended, and the 1940 Act and
any amendments thereto, and reports of the Fund to its
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shareholders, the preparation and filing of reports to regulatory bodies, the
maintenance of the Corporation's existence and qualification to do business, and
the registration of shares with federal and state securities authorities (except
as described in subsection (gg) below); (h) procurement of ordinary legal
services, including the services that arise in the ordinary course of business
for a Maryland corporation registered as an open-end management investment
company; (i) the Corporation's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums; (j) association
membership dues; (k) services to organize and offer shares of the Fund and the
Series; and (l) printing and postage expenses related to the mailing of periodic
reports, prospectuses, statements of additional information and other
shareholder mailings, excluding proxy solicitations; (m) expenses that are the
obligation of a Series pursuant to a special servicing agreement with a
registered investment company that is a holder of shares of the Series and that
may be deemed to be an affiliated person, or an affiliated person of such a
person, as defined in the 1940 Act; and (n) expenses in the nature of avoided
transfer agency costs payable to a person that is a shareholder of record for an
omnibus account on the transfer agency records of the Series. The Fund shall
bear the following expenses: (aa) salaries and other compensation of any of the
Corporation's executive officers and employees, if any, who are not officers,
directors, stockholders, or employees of the Administrator or its subsidiaries
or affiliates; (bb) taxes, if any, levied against the Fund or any of its Series;
(cc) brokerage fees and commissions in connection with the purchase and sale of
portfolio securities for any of the Series; (dd) costs, including the interest
expenses, of borrowing money; (ee) fees and expenses of Board members who are
not officers, employees, or stockholders of the Administrator or its
subsidiaries or affiliates, and the fees and expenses of any counsel,
accountants, or any other persons engaged by such Board members in connection
with the duties of their office with the Fund; (ff) extraordinary expenses,
including extraordinary legal expenses to the extent authorized by the Board, as
may arise, including expenses incurred in connection with litigation,
proceedings, other claims and the legal obligations of the Fund to indemnify its
Board members, officers, employees, shareholders, distributors, and agents with
respect thereto; (gg) organizational and offering expenses of the Fund and the
Series to the extent authorized by the Board, and any other expenses which are
capitalized in accordance with generally accepted accounting principles; and
(hh) any expenses allocated to a specific Series pursuant to a shareholder
services or 12b-1 distribution plan.
C. ORGANIZATIONAL SERVICES. The Administrator shall provide
the Fund and the Series, at the Administrator's expense, with the services
necessary to organize any Series that commence operations on or after the date
of this Agreement so that such Series can conduct business as described in the
Corporation's Registration Statement.
D. The Administrator shall also make its officers and
employees available to the Board and officers of the Fund for consultation and
discussions regarding the administration of the Series and services provided to
the Series under this agreement.
E. In performing these services, the Administrator: (i)
shall conform with the 1940 Act and all rules and regulations thereunder, all
other applicable federal and state laws and regulations, with any applicable
procedures adopted by the Board, and with the provisions of the Corporation's
Registration Statement filed on Form N-1A, as supplemented or amended from time
to time, (ii) will make available to the Fund, promptly upon request, any of the
Series' books and records as are maintained under this Agreement, and will
furnish to regulatory
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authorities having the requisite authority any such books and records and any
information or reports in connection with the Administrator's services under
this Agreement that may be requested in order to ascertain whether the
operations of the Fund are being conducted in a manner consistent with
applicable laws and regulations, and (iii) will regularly report to the Board on
the services provided under this Agreement and will furnish the Board with
respect to the Series such periodic and special reports as the Board may
reasonably request. The Administrator shall keep books and records relating to
the services performed hereunder, in the form and manner, and for such period as
it may deem advisable and is agreeable to the Fund but not inconsistent with the
rules and regulations of appropriate government authorities, in particular,
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 to be performed by the Administrator pursuant to this Agreement are
the property of the Fund and will be preserved, maintained, and made available
in accordance with such section and rules of the 1940 Act and will be promptly
surrendered to the Fund on and in accordance with its request.
F. The services provided by the Administrator under this
Agreement are in addition to those required to be provided by it under the
Investment Management Agreement entered into between the Administrator and the
Corporation on behalf of each Series. Notwithstanding any other provision of the
Agreement, all other services provided by the Administrator under the Investment
Management Agreement will continue to be provided by the Administrator and paid
for by the Corporation pursuant to that agreement.
III. INDEPENDENT CONTRACTOR. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board from time to time, have no
authority to act for or represent the Fund in any way or otherwise be deemed its
agent.
IV. COMPENSATION. The Fund shall pay the Administrator on behalf of
the Series a Serieswide Administrative Fee as compensation for the Serieswide
Administrative Services set forth in Section II.A above. Each Class of the
Series shall pay the Administrator on its own behalf a Class Administrative Fee
as compensation for the Class Administrative Services provided to the Class as
set forth in Section II.A above. The Serieswide Administrative Fee and the Class
Administrative Fee shall be at the rates set forth in Schedule A hereto. The
amount of any credit received from the Series' custodian for cash balances
maintained at the custodian shall be subtracted from the Serieswide
Administrative Fee required to be paid by Corporation under this Agreement.
V. NON-EXCLUSIVITY. It is understood that the services of the
Administrator hereunder are not exclusive, and the Administrator shall be free
to render similar services to other investment companies and other clients.
VI. LIABILITY. The Administrator shall give the Fund the benefit of
the Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Fund agrees that neither the Administrator
nor the stockholders, officers, directors, or employees of the Administrator
shall be subject to any liability for, or any damages, expenses or losses
incurred in
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connection with, any act, omission or mistake in judgment connected with or
arising out of any services rendered under this Agreement, except by reason of
willful misfeasance, bad faith, or negligence in the performance of the
Administrator's duties, or by reason of reckless disregard of the
Administrator's obligations and duties under this Agreement. This provision
shall govern only the liability to the Fund of the Administrator and that of the
stockholders, officers, directors, and employees of the Administrator, and shall
in no way govern the liability to the Fund or the Administrator of any other
person or provide a defense for such other person, including persons that
provide services for the Series as described in Section II.B or C of this
Agreement.
VII. TERM AND CONTINUATION. This Agreement shall take effect as of
the date hereof, and shall remain in effect, unless sooner terminated as
provided herein, until September 30, 2003, and shall continue thereafter on an
annual basis with respect to each Series, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Board, or (b) by vote of a majority of the outstanding voting securities of the
Series, and provided continuance is also approved by the vote of a majority of
the Board who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of the Fund, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated at any
time, without the payment of any penalty with respect to the entire Fund or only
with respect to one or more Series thereof: (a) by the Fund at any time with
respect to the services provided by the Administrator by vote of (1) a majority
of the Board members who are not "interested persons" (as such term is defined
in the 1940 Act) of the Fund, or (2) a majority of the outstanding voting shares
of the Fund or, with respect to a particular Series, by vote of a majority of
the outstanding voting shares of such Series, on 60 days' written notice to the
Administrator; and (b) by the Administrator on or after September 30, 2003,
without the payment of any penalty, upon 60 days' written notice to the Fund.
VIII. NOTICES. Notices of any kind to be given to the Administrator by
the Fund shall be in writing and shall be duly given if mailed or delivered to
the Administrator at 000 Xxxx Xxxxxx, Xxx Xxxx, XX, 00000-0000, or to such other
address or to such individual as shall be specified by the Administrator.
Notices of any kind to be given to the Fund by the Administrator shall be in
writing and shall be duly given if mailed or delivered to 000 Xxxx Xxxxxx, Xxx
Xxxx, XX, 00000-0000, or to such other address or to such individual as shall be
specified by the Fund.
IX. FUND OBLIGATION. The obligations of this Agreement to pay the
Administrator for services provided to or procured for a Series shall be binding
only upon the assets and property of that Series and shall not be binding upon
any Board member, officer, or shareholder of the Fund individually.
X. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
XI. MISCELLANEOUS. This Agreement shall be governed by the laws of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable. To the extent that any provision of this Agreement
shall be held
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or made invalid by a court decision, statute, rule or otherwise with regard to
any party hereunder, such provisions with respect to other parties hereto shall
not be affected thereby. The captions in this Agreement are included for
convenience only and in no way define any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may not be assigned by the
Fund or the Administrator without the consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
XXXXXXX INTERNATIONAL FUND, INC.
on behalf of the Series
By:
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Name: Xxxx Xxxxxxxx
Title: Vice President
ZURICH XXXXXXX INVESTMENTS, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Managing Director
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SCHEDULE A
ZURICH XXXXXXX INVESTMENTS, INC.
FEE INFORMATION FOR SERVICES PROVIDED UNDER
ADMINISTRATIVE SERVICES AGREEMENT
As compensation for the services provided under this Administrative
Services Agreement, the Administrator shall receive from the Fund, on behalf of
the Series, the following Serieswide Administrative Fee, and from each Class the
following Class Administrative Fee, each paid monthly based on average daily net
assets of the Series or Class, as applicable, according to the following
annualized fee schedule:
SERIESWIDE ADMINISTRATIVE FEE RATES
-----------------------------------
Dreman Funds 0.09%
Emerging Market Funds 0.30%
Floating Rate 0.09%
Index Funds 0.09%
International Funds 0.14%
Money Market Funds 0.05%
Retirement Series Funds 0.20%
Specialty/Sector Funds 0.09%
Tax Free Funds 0.05%
U.S. Income Funds 0.09%
U.S. Large Cap Equity Funds 0.09%
U.S. Small Cap Equity Funds 0.09%
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CLASS ADMINISTRATIVE FEE RATES
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CLASS
INVESTMENT CATEGORY CLASS A CLASS B CLASS C AARP CLASS S CLASS I CLASS M
----------------------------------------------------------------------------------------
Dreman Funds 0.26% 0.31% 0.285% NA NA 0.01% NA
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Emerging Market Funds 0.375% 0.425% 0.40% 0.35% 0.35% NA 0.35%
--------------------------------------------------------------- ------------------------
Floating Rate 0.135% 0.185% 0.16% NA NA NA NA
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International Funds 0.26% 0.31% 0.285% 0.235% 0.235% 0.01% NA
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Xxxxxx Index Fund 0.26% 0.31% 0.385% NA NA NA NA
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Money Market Funds NA NA NA 0.35% 0.35% NA NA
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Xxxxxxx Index Fund NA NA NA 0.16% 0.16% NA NA
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Specialty / Sector Funds 0.285% 0.335% 0.31% 0.26% 0.26% 0.01% NA
----------------------------------------------------------------------------------------
Tax Free Funds 0.125% 0.175% 0.15% 0.10% 0.10% NA NA
----------------------------------------------------------------------------------------
U.S. Income Funds 0.235% 0.285% 0.26% 0.21% 0.21% 0.01% NA
----------------------------------------------------------------------------------------
U.S. Large Cap Equity
Funds 0.235% 0.285% 0.26% 0.21% 0.21% 0.01% NA
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U.S. Small Cap Equity
Funds 0.385% 0.435% 0.41% 0.36% 0.36% 0.01% NA
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DREMAN FUNDS
------------
Xxxxxx-Xxxxxx Financial Services Fund
Xxxxxx-Xxxxxx High Return Equity Fund
Emerging Market Funds
Xxxxxxx Emerging Markets Growth Fund
Xxxxxxx Emerging Markets Income Fund
Xxxxxxx Gold Fund
Xxxxxxx Latin America Fund Xxxxxxx Pacific Opportunities Fund
FLOATING RATE
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Xxxxxx Floating Rate Fund
INTERNATIONAL FUNDS
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Global Discovery Fund
Xxxxxxx Global Fund
Xxxxxxx Global Bond Fund
Xxxxxxx Greater Europe Growth Fund
Xxxxxxx International Fund
Xxxxxx Index Fund
Xxxxxx S&P 500 Index Fund
MONEY MARKET FUNDS
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Xxxxxxx Cash Investment Trust
Xxxxxxx Money Market Series: Prime Reserve Shares and
AARP Prime Reserve Class
Xxxxxxx U.S. Treasury Money Fund
RETIREMENT SERIES FUNDS
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Xxxxxx Target 2010 Fund
Xxxxxx Target 2011 Fund
Xxxxxx Retirement Fund - Series III
Xxxxxx Retirement Fund - Series IV
Xxxxxx Retirement Fund - Series V
Xxxxxx Retirement Fund - Series VI
Xxxxxx Retirement Fund - Series VII
SPECIALTY / SECTOR FUNDS
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Xxxxxxx Health Care Fund
Xxxxxxx Technology Innovation Fund
XXXXXXX INDEX FUND
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Xxxxxxx S&P 500 Index Fund
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Xxxxxxx Select 500 Fund
Xxxxxxx Select 1000 Growth Fund
TAX FREE FUNDS
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Xxxxxxx High Yield Tax Free Fund
Xxxxxxx Managed Municipal Bonds
Xxxxxxx Massachusetts Tax Free Fund
Xxxxxxx Medium Term Tax Free Fund
Xxxxxxx Tax Free Money Fund
U.S. INCOME FUNDS
-----------------
Xxxxxxx GNMA Fund
Xxxxxxx High Yield Opportunity Fund
Xxxxxxx Income Fund
Xxxxxxx Short Term Bond Fund
U.S. LARGE CAP EQUITY FUNDS
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Xxxxxxx Balanced Fund
Xxxxxxx Capital Growth Fund
Xxxxxxx Dividend & Growth Fund
Xxxxxxx Growth and Income Fund
Xxxxxxx Large Company Growth Fund
Xxxxxxx Large Company Value Fund
U.S. SMALL CAP EQUITY FUNDS
---------------------------
Xxxxxxx Development Fund
Xxxxxxx Small Company Stock Fund
Xxxxxxx Small Company Value Fund
Xxxxxxx 21st Century Growth Fund
CLASS I FUNDS
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Xxxxxx Blue Xxxx
Xxxxxx US Govt Securities
Xxxxxx High Yield
Xxxxxx Xxxxxx High Return
Xxxxxxx Income
Xxxxxx Total Return
Xxxxxx Growth
Xxxxxx Small Cap Equity
Xxxxxx Small Cap Value
Xxxxxx Technology
Xxxxxxx International
Xxxxxxx Capital Growth
Xxxxxxx Large Company Growth
Xxxxxxx 21st Century Growth
Xxxxxxx Large Company Value
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CLASS ADMINISTRATIVE FEE WAIVERS
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AGGREGATE GROSS
SURVIVING FUND- CLASS ADMIN. RATE WAIVER NET ADMIN. RATE
----------------------------------------------------------------------------------------------
Xxxxxx CA Tax Free- A 0.175% 0.10% 0.075%
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Xxxxxx CA Tax Free- B 0.225% 0.10% 0.125%
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Xxxxxx CA Tax Free- C 0.20% 0.025% 0.175%
----------------------------------------------------------------------------------------------
Xxxxxx FL Tax Free- A 0.175% 0.075% 0.10%
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Xxxxxx FL Tax Free- B 0.225% 0.075% 0.15%
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Xxxxxx FL Tax Free- C 0.20% 0.075% 0.125%
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Xxxxxx Growth- A 0.325% 0.10% 0.225%
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Xxxxxx Growth- C 0.35% 0.025% 0.325%
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Xxxxxx High Yield- A 0.325% 0.125% 0.20%
----------------------------------------------------------------------------------------------
Xxxxxx High Yield- B 0.375% 0.10% 0.275%
----------------------------------------------------------------------------------------------
Xxxxxx High Yield- C 0.350% 0.075% 0.275%
----------------------------------------------------------------------------------------------
Xxxxxx NY Tax Free- A 0.175% 0.05% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxx NY Tax Free- B 0.225% 0.05% 0.175%
----------------------------------------------------------------------------------------------
Xxxxxx NY Tax Free- C 0.20% 0.05% 0.15%
----------------------------------------------------------------------------------------------
Xxxxxx Small Cap Equity- A 0.475% 0.10% 0.375%
----------------------------------------------------------------------------------------------
Xxxxxx Small Cap Equity- C 0.50% 0.075% 0.425%
----------------------------------------------------------------------------------------------
Xxxxxx Strategic Income- C 0.35% 0.15% 0.20%
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Xxxxxx Technology- A 0.375% 0.15% 0.225%
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Xxxxxx Technology- C 0.40% 0.075% 0.325%
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Xxxxxx Total Return- A 0.325% 0.10% 0.225%
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Xxxxxx Total Return- C 0.35% 0.05% 0.30%
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Xxxxxx US Gov't Securities- A 0.325% 0.125% 0.20%
----------------------------------------------------------------------------------------------
Xxxxxx US Gov't Securities- B 0.375% 0.125% 0.25%
----------------------------------------------------------------------------------------------
Xxxxxx US Gov't Securities-C 0.35% 0.175 0.175%
----------------------------------------------------------------------------------------------
Xxxxxxx Income- A 0.325% 0.025% 0.30%
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Xxxxxxx Income- B 0.375% 0.075% 0.30%
----------------------------------------------------------------------------------------------
Xxxxxxx Income- C 0.35% 0.15% 0.20%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds- A 0.175% 0.075% 0.10%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds- B 0.225% 0.10% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds- C 0.20% 0.05% 0.15%
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Date: For use on or after July 3, 2001.
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