ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of January, 1998 by and between Xxxx Xxxxx
Capital Management, Inc. ("Adviser"), a Maryland corporation, and Xxxx Xxxxx
Fund Adviser, Inc. ("Administrator"), a Maryland corporation, each of which is
registered as an investment adviser under the Investment Advisers Act of 1940.
WHEREAS, the Adviser is the investment adviser of Xxxx Xxxxx Tax-Free
Intermediate-Term Income Trust (the "Fund"), a series of Xxxx Xxxxx Tax-Free
Income Fund (the "Trust") an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Adviser wishes to retain the Administrator to provide it
with certain administrative services in connection with the Adviser's management
of the Fund; and
WHEREAS, the Administrator is willing to furnish such services on the
terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. Appointment. The Adviser hereby appoints the Administrator as
administrator for the Fund 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 for the compensation herein provided.
2. Delivery of Documents. The Adviser has furnished the
Administrator with copies properly certified or authenticated of each of the
following:
(a) The Trust's Declaration of Trust, as filed with the
Secretary of State Corporation Division of the Commonwealth of Massachusetts and
all amendments thereto;
(b) The Trust's By-Laws and all amendments thereto;
(c) Resolutions of the Trust's Board of Trustees
authorizing the appointment of the Adviser as the investment adviser and the
Administrator as administrator, and approving the assignment of the Investment
Advisory and Management Agreement dated March 25, 1991 (the "Advisory
Agreement") to the Adviser and this Agreement;
(d) The Trust's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended, and the 1940 Act as filed with the
Securities and Exchange Commission, including all exhibits thereto, relating to
shares of common stock of the Fund, par value $.001 per share and all amendments
thereto;
(e) The Fund's most recent prospectus; and
(f) The Fund's most recent statement of additional
information.
The Adviser will furnish the Administrator from time to time with copies of all
amendments of or supplements to the foregoing.
3. Administrative Services. The Administrator, at its expense,
shall supply the Board of Trustees and officers of the Trust with all
statistical information and reports reasonably required by them and reasonably
available to the Administrator and shall furnish the Fund with office
facilities, including space, furniture and equipment and all personnel
reasonably necessary for the operation of the Fund. The Administrator shall
oversee the maintenance of all books and records with respect to the Fund's
securities transactions and the keeping of the Fund's books of accounts in
accordance with all applicable federal and state laws and regulations. In
compliance with the requirements of Rule 31a-3 under the 1940
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Act, the Administrator hereby agrees that any records which it maintains for the
Fund are the property of the Fund, and further agrees to surrender promptly to
the Fund or its agents any of such records upon the Fund's request. The
Administrator further agrees to arrange for the preservation of the records
required to be maintained by Rule 31a-1 under the 1940 Act for the periods
prescribed by Rule 31a-2 under the 1940 Act.
4. Services Not Exclusive. The Administrator's services hereunder
are not deemed to be exclusive, and the Administrator shall be free to render
similar services to others. It is understood that persons employed by the
Administrator to assist in the performance of its duties hereunder might not
devote their full time to such service. Nothing herein contained shall be deemed
to limit or restrict the right of the Administrator or any affiliate of the
Administrator to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
5. Expenses. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its activities under
this Agreement.
6. Compensation. For the services which the Administrator will
render to the Adviser and the Fund under this Agreement, the Adviser will pay
the Administrator a fee, computed daily and paid monthly, at an annual rate
equal to 0.05% of the Fund's average daily net assets. Fees due to the
Administrator hereunder shall be paid promptly to the Administrator by the
Adviser following its receipt of fees from the Fund. If this Agreement is
terminated as of any date not the last day of a calendar month, a final fee
shall be paid promptly after the date of termination and shall be based on the
percentage of days of the month during which the contract was still in effect.
7. Limitation of Liability. The Administrator will not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Adviser or by the Trust or the Fund in connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or 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 it of its obligations or duties under this
Agreement.
8. Definitions. As used in this Agreement, the term "securities"
shall have the meaning ascribed to it in the Declaration of Trust of the Trust;
and the terms "assignment" and "interested person" shall have the meanings given
to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission by any rule, regulation or
order.
9. Duration and Termination. This Agreement will become effective
January 1, 1998, provided that it shall have been approved by the Trust's Board
of Trustees, including a majority of those Trustees who are not interested
persons of the Adviser or the Administrator and, unless sooner terminated as
provided for herein, shall continue in effect until January 1, 2000, and from
year to year thereafter, provided such continuation is approved at least
annually by the Board of Trustees, including a majority of those Trustees who
are not interested persons of the Adviser or the Administrator. This Agreement
is terminable without penalty, by the Adviser or by the Administrator, on not
less than 60 days' notice to the other party and will be terminated immediately
upon any termination of the Advisory Agreement with respect to the Fund or upon
the mutual written consent of the Administrator and the Adviser. Termination of
this Agreement with respect to the Fund shall in no way affect continued
performance with regard to any other portfolio of the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment.
10. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
11. Amendments. No provision 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.
12. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. The
captions in this Agreement are included for convenience of reference only and
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in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
XXXX XXXXX CAPITAL MANAGEMENT, INC.
Attest:
By:/s/ Xxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxx
________________________ ___________________________
Xxxxxx X. Xxxxx
Chairman and CEO
XXXX XXXXX FUND ADVISER, INC.
Attest:
By:/s/ Xxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxxx, III
________________________ ___________________________
Xxxxxxx X. Xxxxxx, III
President
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