CO-ADMINISTRATION AGREEMENT
__________, 1997
Counsellors Funds Service, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Warburg, Xxxxxx Trust II (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, confirms its agreement with
Counsellors Funds Service, Inc. ("Counsellors Service") with respect to series
of the Trust that may be offered from time to time (each a "Portfolio" and
collectively the "Portfolios"), as follows:
1. Investment Description; Appointment
The Trust desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time (the
"Declaration of Trust"), in its By-laws, as amended from time to time (the
"By-laws"), in the Trust's prospectus (the "Prospectus") and Statement of
Additional Information (the "Statement of Additional Information") relating to
the Portfolios as in effect from time to time, and in such manner and to the
extent as may from time to time be approved by the Board of Trustees of the
Trust. Copies of the Prospectus, Statement of Additional Information and the
Declaration of Trust and By-laws have been submitted to Counsellors Service. The
Trust employs Warburg, Xxxxxx Counsellors, Inc. (the "Adviser") as its
investment adviser with respect to the Portfolios and desires to employ and
hereby appoints Counsellors Service as its co-administrator with respect to the
Portfolios. Counsellors Service accepts this appointment and agrees to furnish
the services for the compensation set forth below.
2. Services as Co-Administrator
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Subject to the supervision and direction of the Board of Trustees of
the Trust, Counsellors Service will:
(a) assist in supervising all aspects of the Portfolios' operations,
except those performed by other parties pursuant to written agreements with the
Trust;
(b) provide various shareholder liaison services including, but not
limited to, responding to inquiries of shareholders regarding the Portfolios,
providing information on
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shareholder investments, assisting shareholders of the Portfolios in changing
dividend options, account designations and addresses, and other similar
services;
(c) provide certain administrative services including, but not limited
to, providing periodic statements showing the account balance of a Portfolio
shareholder and integrating the statements with those of other transactions and
balances in the shareholder's other accounts serviced by the Portfolios'
custodian or transfer agent;
(d) supply the Portfolios with office facilities (which may be
Counsellors Service's own offices), data processing services, clerical, internal
executive and administrative services, and stationery and office supplies;
(e) furnish corporate secretarial services, including assisting in the
preparation of materials for Board of Trustees meetings and distributing those
materials and preparing minutes of meetings of the Trust's Board of Trustees and
any Committees thereof and of the Trust's shareholders;
(f) coordinate the preparation of reports to the Portfolios'
shareholders of record and filings with the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to shareholders; and post-effective amendments to the
Trust's Registration Statement on Form N-1A with respect to the Portfolios (the
"Registration Statement");
(g) assist in the preparation of the Trust's tax returns with respect
to the Portfolios and assist in other regulatory filings as necessary;
(h) assist the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Portfolios which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
the Portfolios' investment objectives, policies, restrictions, tax matters and
applicable laws and regulations; and
(i) acting as liaison between the Trust and the Trust's independent
public accountants, counsel, custodian or custodians, transfer agent and
co-administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Counsellors Service
shall act in conformity with applicable law, the Trust's Declaration of Trust
and By-laws, and all amendments thereto, and the investment objectives,
investment policies and other practices and policies set forth in the
Registration
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Statement, as such Registration Statement and practices and policies may be
amended from time to time.
3. Compensation
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In consideration of services rendered pursuant to this Agreement, the
Trust will pay Counsellors Service on the first business day of each month a fee
for the previous month at an annual rate of .10% of each Portfolio's average
daily net assets. The fee for the period from the date a Portfolio commences its
investment operations to the end of the month during which the Portfolio
commences its investment operations shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to Counsellors
Service, fees shall be calculated monthly and the value of each Portfolio's net
assets shall be computed at the times and in the manner specified in the
Prospectus and Statement of Additional Information as from time to time in
effect.
4. Expenses
--------
Counsellors Service will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that the
Trust will reimburse Counsellors Service for the out-of-pocket expenses incurred
by it on behalf of the Portfolios. Such reimbursable expenses shall include, but
not be limited to, postage, telephone, telex and FedEx charges. Counsellors
Service will xxxx the Portfolios as soon as practicable after the end of each
calendar month for the expenses it is entitled to have reimbursed.
Each Portfolio will bear its proportionate share of certain other
expenses to be incurred in its operation, including: taxes, interest, brokerage
fees and commissions, if any; fees of Trustees of the Trust who are not
officers, directors, or employees of the Adviser or Counsellors Service; SEC
fees and state Blue Sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; certain insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, costs attributable to investor services, including without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings, and meetings of the officers of Board of Trustees of the Trust;
costs of any pricing services; and any extraordinary expenses.
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5. Standard of Care
----------------
Counsellors Service shall exercise its best judgment in rendering the
services listed in paragraph 2 above. Counsellors Service shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust or the Portfolios in connection with the matters to which this Agreement
relates provided that nothing in this Agreement shall be deemed to protect or
purport to protect Counsellors Service against liability to the Trust or the
Portfolios to their shareholders to which Counsellors Service would otherwise be
subject by reason of willful misfeasance, bad faith or negligence on its part in
the performance of its duties or by reason of Counsellors Service's reckless
disregard of its obligations and duties under this Agreement.
6. Limitation of Liability
-----------------------
The Trust and Counsellors Service agree that the obligations of the
Trust under this Agreement will not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Trust or the Portfolios, individually, but are binding only upon
the assets and property of the Trust, as provided in the Declaration of Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust, and signed by an authorized officer of the Trust, acting
as such, and neither the authorization by the Trustees nor the execution and
delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the trust property of the Portfolios as provided in the Declaration of
Trust. No series of the Trust including the Portfolios will be liable for any
claims against any other series.
7. Term of Agreement
-----------------
This Agreement shall become effective with respect to a Portfolio as of
the date the Portfolio commences its investment operations and shall continue
until April 17, 1998 and shall continue automatically (unless terminated as
provided herein) for successive annual periods ending on April 17th of each
year, provided that such continuance is specifically approved at least annually
by the Board of Trustees of the Trust, including a majority of the Board of
Trustees who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on sixty (60) days' written notice, by the Board
of Trustees of the Trust or, with respect to a Portfolio, by vote of holders of
a majority of the Portfolio's shares, or upon sixty (60) days' written notice,
by Counsellors Service.
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8. Service to Other Companies or Accounts
--------------------------------------
The Trust understands that Counsellors Service now acts, will continue
to act and may act in the future as administrator, co-administrator or
administrative services agent to one or more other investment companies, and the
Trust has no objection to Counsellors Service's so acting. The Trust understands
that the persons employed by Counsellors Service to assist in the performance of
Counsellors Service's duties hereunder will not devote their full time to such
service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of Counsellors Service or any affiliate of Counsellors
Service to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
WARBURG, XXXXXX TRUST II
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Accepted:
COUNSELLORS FUNDS SERVICE, INC.
By:
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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