Exhibit 5(b) Shareholder Servicing and Administrative Agreement - Government
Short Duration, Short Duration Plus, Intermediate Duration, Diversified
Municipal and New York Municipal Portfolios.
XXXXXXX X. XXXXXXXXX FUND, INC.
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT, dated as of October 12,
1988, between XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland Corporation (the
"Fund"), on behalf of the Portfolios listed in Appendix A hereto (the
"Portfolios") and XXXXXXX X. XXXXXXXXX & CO., INC., a New York corporation
("Xxxxxxxxx").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. Duties of Xxxxxxxxx.
a. Shareholder Servicing. Xxxxxxxxx shall provide shareholder servicing to the
Fund, the Portfolios, or their shareholders, including, but not limited to:
(i) processing share purchase and redemption requests transmitted or delivered
to the office of Xxxxxxxxx; (ii) proxy solicitations and providing information
to shareholders concerning their mutual fund investments, systematic
withdrawal plans, dividend payments and reinvestments, shareholder account or
transaction status, net asset value of shares, Portfolio performance, Fund
services, plans and options, investment policies, Portfolio holdings and
distributions and the taxation thereof; and (iii) dealing with shareholder
complaints and correspondence directed to or brought to the attention of
Xxxxxxxxx. Xxxxxxxxx may enter into agreements with other organizations
whereby some or all of Xxxxxxxxx'x duties in this regard may be delegated, and
such organizations will be compensated therefor by Xxxxxxxxx.
b. Administration. Xxxxxxxxx shall also manage the corporate affairs of the
Portfolios including, but not limited to (i) providing office space, clerical,
secretarial, and administrative services (exclusive of, and in addition to,
any such service provided by any others retained by the Fund on behalf of the
Portfolios) and executive and other personnel necessary for the operations of
the Fund and of the Portfolios, (ii) supervising those responsible for the
financial and accounting records required to be maintained by the Fund and
(iii) overseeing the performance of services provided to the Fund on behalf of
the Portfolios by others, including the Custodian and Transfer Agent.
Xxxxxxxxx'x performance of its duties under this Agreement shall be subject in
each case to oversight by the Board of Directors of the Fund (the "Board") and
in accordance with the objectives and policies set forth in the Registration
Statement and the current Prospectus and Statement of Additional Information
relating to the Fund or any of the Portfolios, as amended from time to time,
the requirements of the Investment Company Act of 1940, as amended (the "Act")
and other applicable law.
2. Limitation of Liability. Subject to Section 36 of the Act, Xxxxxxxxx, and
the directors, officers and employees of Xxxxxxxxx, shall not be liable to the
Fund or the Portfolios for any error of judgment or mistake of law or for any
loss arising out of the performance or non-performance of duties under this
Agreement, except for willful misfeasance, bad faith or gross negligence in
the performance of, or by reason of reckless disregard of, obligations and
duties under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolios, shall indemnify and
hold harmless Xxxxxxxxx, and the directors, officers, and employees of
Xxxxxxxxx, against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
claim, damage or expenses and reasonable counsel fees incurred in connection
therewith) arising out of the performance or non-performance of any duties
under this Agreement, provided, however, that nothing herein shall be deemed
to protect Xxxxxxxxx or any director, officer or employee thereof against any
liability to the Fund or its stockholders, to which Xxxxxxxxx or any director,
officer or employee thereof would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement.
4. Expenses. Xxxxxxxxx shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall pay
any salaries, fees and expenses of the Directors who are employees of
Xxxxxxxxx.
Xxxxxxxxx shall not be required to pay any other expenses of the Fund or the
Portfolios including (a) the fees payable to Xxxxxxxxx under this Agreement and
the Investment Management Agreement; (b) the fees and expenses of Directors who
are not affiliated with Xxxxxxxxx; (c) the fees and expenses of the Custodian
and Transfer Agent, including but not limited to fees and expenses relating to
Fund accounting, pricing of Portfolio shares, and computation of net asset
value: (d) the fees and expenses of calculating yield and/or performance of the
Portfolios; (e) the charges and expenses of legal counsel and independent
accountants; (f) all taxes and corporate fees payable to governmental agencies;
(g) the fees of any trade association of which the Fund is a member; (h)
reimbursement of each Portfolio's share of the organization expenses of the
Fund; (i) the fees and expenses involved in registering and maintaining
registration of the Fund and the Portfolios' shares with the Securities and
Exchange Commission, registering the Fund as a broker or dealer and qualifying
the shares of the Portfolios under state securities laws, including the
preparation and printing of the registration statements and prospectuses for
such purposes, allocable communications expenses with respect to investor
services, all expenses of shareholders' and Board of Directors' meetings and
preparing, printing and mailing proxies, prospectuses and reports to
shareholders; (j) brokers' commissions, dealers' xxxx-ups and any issue or
transfer taxes chargeable in connection with the Portfolios' transactions; (k)
the cost of stock certificates representing shares of the Portfolios; (1)
insurance expenses, including, but not limited to, the cost of a fidelity bond,
directors and officers insurance and errors and omissions insurance; and (m)
litigation and indemnification expenses, expenses incurred in connection with
mergers, and other extraordinary expenses not incurred in the ordinary course of
the Portfolios' business.
5. Compensation. As compensation for the services performed and the facilities
and personnel provided by Xxxxxxxxx pursuant to Section 1 of this Agreement,
the Fund, on behalf of each Portfolio, will pay to Xxxxxxxxx, promptly after
the end of each month, a fee assessed at an annual rate of 0.10 of 1% of the
average daily net assets of each Portfolio during the month. If Xxxxxxxxx
shall serve hereunder for less than the whole of any month, the fee hereunder
shall be prorated. Nothing herein shall prohibit the Directors from approving
the payment by the Fund, or any of the Portfolios, of additional compensation
to others for consulting services, supplemental research and security and
economic analysis.
6. Term of Agreement. This Agreement shall continue in effect with respect to
any Portfolio for a period of more than two years from the date hereof only so
long as such continuance is specifically approved at least annually in
conformity with the requirements of the Act with regard to investment advisory
contracts; provided, however, that this Agreement may be terminated at any
time without the payment of any penalty, on behalf of any or all of the
Portfolios, by the Fund, by the Board or, with respect to any Portfolio, by
vote of a majority of the outstanding voting securities (as defined in the
Act) of that Portfolio, or by Xxxxxxxxx, on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. Miscellaneous. This Agreement may be amended by mutual written consent.
This Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements, understandings and arrangements with respect
to the subject matter hereof. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything
herein to the contrary notwithstanding, this Agreement shall not be construed
to require, or to impose any duty upon, either of the parties to do anything
in violation of any applicable laws or regulations. Xxxxxxxxx may perform the
same services for other persons or entities, including other investment
companies.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and Xxxxxxxxx have
caused this Agreement to be executed by their duly authorized officers as of
the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By: Xxxxx X. Xxxxxxx, President
XXXXXXX X. XXXXXXXXX FUND, INC.
By: Xxxxxx X. Xxxxxx, Senior Vice President
Appendix A
As of October 12, 1988
XXXXXXXXX GOVERNMENT SHORT DURATION PORTFOLIO
XXXXXXXXX SHORT DURATION PLUS PORTFOLIO
XXXXXXXXX NEW YORK MUNICIPAL PORTFOLIO
XXXXXXXXX DIVERSIFIED MUNICIPAL PORTFOLIO
XXXXXXXXX INTERMEDIATE DURATION PORTFOLIO
