ADMINISTRATION AGREEMENT
WPG GROWTH FUND
AGREEMENT made as of the 1st day of May, 1993, by and between WPG
GROWTH FUND, a Massachusetts business trust (the "Trust"), and XXXXX, XXXX &
XXXXX, a New York limited partnership (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Administrator to render services to the Trust,
and the Administrator is willing to render such services upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ADMINISTRATIVE SERVICES.
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(a) Subject to the general supervision of the Board of Trustees of
the Trust, the Administrator will provide certain
administrative services to the Trust. The Administrator will,
to the extent such services are not required to be performed
by others pursuant to the custodian agreement, the transfer
agency agreement (to the extent that a person other than the
Administrator is serving thereunder as the Trust's transfer
agent), or other arrangements (i) provide supervision of all
aspects of the Trust's operations not referred to in Section 4
of the current Investment Advisory Agreement between the Trust
and the Trust's investment adviser (the "Investment Advisory
Agreement"); (ii) provide the Trust with personnel to perform
such executive, administrative, accounting and clerical
services as are reasonably necessary to provide effective
administration of the Trust; (iii) arrange for, at the Trust's
expense, (a) the preparation for the Trust of all required tax
returns, (b) the preparation and submission of reports to
existing shareholders and (c) the periodic updating of the
Trust's prospectus and statement of additional information and
the preparation of reports filed with the Securities and
Exchange Commission and other regulatory authorities; (iv)
maintain all of the Trust's records not required to be
maintained by the investment adviser pursuant to Section 4(c)
of the Investment Advisory Agreement; (v) provide the Trust
with
adequate office space and all necessary office equipment and
services, including, without limitation, telephone service,
heat, utilities, stationery supplies and similar items; and
(vi) provide to the Trust transfer agency-related and
shareholder relations services and facilities and the services
of one or more of its employees or officers, or employees or
officers of its affiliates, relating to such functions
(including salaries and benefits, office space and supplies,
equipment and teaching).
(b) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may
reasonably request. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
(c) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(d) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to
others so long as its services under this Agreement are not
impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in
Section 1 of this Agreement, the Administrator will pay all costs it
incurs in connection with the performance of its duties under Section 1
of this Agreement. The Administrator will pay the compensation and
expenses of all of its personnel and will make available, without
expense to the Trust, the services of such of its partners, officers
and employees as may duly be elected officers or Trustees of the Trust,
subject to their individual consent to serve and to any limitations
imposed by law. The Administrator will not be required to pay any
expenses of the Trust other than those specifically allocated to the
Administrator in this Section 2. In particular, but without limiting
the generality of the foregoing, the Administrator will not be required
to pay: (i) fees and expenses of any investment adviser of the Trust;
(ii) organization expenses of the Trust; (iii) fees and expenses
incurred by the Trust in connection with membership in investment
company organizations; (iv) brokers' commissions; (v) payment for
portfolio pricing services to a pricing agent, if any; (vi) legal or
auditing expenses (including an allocable portion of the cost of its
employees rendering legal services to the Trust); (vii) interest,
insurance premiums, taxes or governmental fees; (viii) the fees and
expenses of the transfer agent of the Trust; (ix) the cost of preparing
stock certificates or any other expenses, including, without
limitation, clerical expenses of issue, redemption or repurchase of
shares of the Trust; (x) the expenses of and fees for registering or
qualifying shares of the Trust for sale and of maintaining the
registration of
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the Trust and registering the Trust as a broker or a dealer; (xi) the
fees and expenses of Trustees of the Trust who are not affiliated with
the Administrator; (xii) the cost of preparing and distributing reports
and notices to shareholders, the Securities and Exchange Commission and
other regulatory authorities; (xiii) the fees or disbursements of
custodians of the Trust's assets, including expenses incurred in the
performance of any obligations enumerated by the Declaration of Trust
or By-Laws of the Trust insofar as they govern agreements with any such
custodian; (xiv) costs in connection with annual or special meetings of
shareholders, including proxy material preparation, printing and
mailing; or (xv) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Trust's business. The Administrator shall not be required to pay
expenses of activities which are primarily intended to result in sales
of shares of the Trust.
3. COMPENSATION OF THE ADMINISTRATOR.
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(a) For all services to be rendered and payments made as provided
in Sections 1 and 2 hereof, the Trust will pay the
Administrator on the last day of each month a fee at an annual
rate equal to 0.02% per annum of the average daily net assets
of the Trust. The "average daily net assets" of the Trust
shall be determined on the basis set forth in the Trust's
prospectus or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder.
(b) If the operating expenses of the Trust in any year (including
the administration fee referred to in Subsection (a) above,
but excluding taxes, brokerage commissions, interest,
dividends on securities sold short, distribution expenses, and
extraordinary legal fees and expenses) exceed the limits set
by certain state securities administrators in states in which
shares of the Trust are sold, the amount payable to the
Administrator under Subsection (a) above will be reduced (but
not below $0) by the amount of such excess. If amounts have
already been advanced to the Administrator under this
Agreement, the Administrator will return such amounts to the
Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Administrator may from time
to time agree not to impose all or a portion of its fee
otherwise payable hereunder (in advance of the time such fee
or portion thereof would otherwise accrue) and/or undertake to
pay or reimburse the Trust for all or a portion of its
expenses not otherwise required to be borne or reimbursed by
the Administrator. Any such fee reduction or undertaking may
be discontinued or modified by the Administrator at any time.
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4. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which
this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by the
Administrator of its obligations and duties under this Agreement. Any
person, even though also employed by the Administrator, who may be or
become an employee of and paid by the Trust shall be deemed, when
acting within the scope of his employment by the Trust, to be acting in
such employment solely for the Trust and not as its employee or agent.
It is understood and expressly stipulated that none of the trustees or
shareholders of the Trust shall be personally liable hereunder. None of
the trustees, officers, agents or shareholders of the Trust assume any
personal liability for obligations entered into on behalf of the Trust.
All persons dealing with the Trust must look solely to the property of
the Trust for the enforcement of any claims against the Trust. The
Trust shall not be liable for any claims against any other Series of
the Trust.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain
in force until April 30, 1994 and shall continue for periods of one
year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Board of
Trustees of the Trust. This Agreement may, on 60 days' written notice
to the other party, be terminated at any time without the payment of
any penalty by the Trust or by the Administrator.
6. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WPG GROWTH FUND
By:________________________________
Its:_______________________________
XXXXX, XXXX & XXXXX
By:________________________________
Its:_______________________________
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