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EXHIBIT (h)(3)
FORM OF ADMINISTRATION AGREEMENT
July 29, 1998
LMI Capital Administration LLC
000 Xxxx Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The Worldwide Index Funds (the "Trust"), a business trust organized under
the laws of the Commonwealth of Massachusetts, confirms its agreements with LMI
Capital Administration LLC (the "Administrator"), a limited liability company
organized under the laws of the state of Delaware, regarding administration
services to be provided by the Administrator in connection with each of the
investment funds offered from time to time by the Trust (individually, a "Fund"
and together, the "Funds"). The Administrator agrees to provide services upon
the following terms and conditions:
1. Investment Description; Appointment
The Trust desires to employ the Trust's capital by investing and
reinvesting (a) in investments of the kind and in accordance with the
limitations specified in (i) the Trust's Agreement and Declaration of Trust
dated June 1, 1998, as amended from time to time (the "Declaration of Trust"),
and (ii) the prospectus (the "Prospectus") and statement of additional
information (the "SAI") relating to the Trust contained in the Trust's
Registration statement on Form N-1A, File No. 33-56445, filed with the
Securities and Exchange Commission (the "Registration Statement") and (b) in
such manner and to such extent as may from time to time be approved by the
Trust's Board of Trustees. Copies of the Prospectus, the SAI and the Declaration
of Trust have been submitted to the Administrator. The Trust desires to employ
and hereby appoints the Administrator to act as the Trust's administrator. The
Administrator accepts this appointment and agrees to furnish the services
described herein for the compensation set forth below.
2. Services as Administrator
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Administrator is responsible for all administrative functions with
respect to the Trust and will (a) assist in supervising all aspects of the
operations of the Trust except those performed by the Trust's investment adviser
and/or sub-advisers under their respective investment management, investment
advisory and sub-advisory agreements; (b) supply the Trust with office
facilities (which may be in the Administrator's own offices), statistical and
research data, data processing services, clerical, accounting and bookkeeping
services (including, but not limited to, the calculation of the net asset values
of shares of the Trust, internal auditing and legal services,
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internal executive and administrative services, and stationery and office
supplies; (c) prepare reports to the Trust's shareholders and materials for the
Board of Trustees of the Trust; (d) prepare tax returns and reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities; (e) cooperate with the Trust's transfer agent for the purpose of
establishing and implementing procedures to ensure that the Trust's transfer
agency and shareholder relations functions are efficiently carried out; and (f)
provide such other similar services as the Trust may reasonably request to the
extent permitted under application statutes, rules and regulations. The services
to be performed by the Administrator hereunder may be delegated by it, in whole
or in part, to one or more sub-administrators provided that any delegation of
duties to a sub-administrator shall not relieve the Administrator of its
responsibilities hereunder. Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be responsible for the performance of any
duties which are required to be performed by the Trust's transfer agent.
3. Compensation
(a) In consideration of services rendered pursuant to this Agreement, the
Trust will pay the Administrator on the first business day of each month a fee
for the previous month at an annual rate based on each Fund's average daily net
assets, as set forth in Schedule A attached hereto. The Administrator shall pay
expenses as described in Paragraph 4 including, without limitation, fees to any
sub-administrator and the custodian. The fee for the period from the date the
Trust commences operations to the end of that month shall be prorated according
to the proportion such period bears to the full monthly period.
(b) Upon any termination of this Agreement before the end of any month,
the fee 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
the Administrator, the value of each Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or the Statement
relating to the Fund as from time to time in effect.
4. Expenses
The Administrator will bear all expenses in connection with the
performance of its services under this Agreement, including, without limitation,
payment of the fee to the custodian, and any sub-administrator described in
Paragraph 3 above. The Trust will bear certain other expenses to be incurred in
its operation, including: organizational expenses; taxes, interest, brokerage
fees and commissions, if any; fees of trustees of the Trust who are not
officers, director, or employees of LMI Capital Administration LLC and LMI
Capital Management LLC, any sub-adviser or sub-administrator, or any of their
affiliates; transfer agent fees; Securities and Exchange Commission fees and
state Blue Sky qualification fees; out-of-pocket expenses of custodians,
transfer and dividend disbursing agents and the Trust's sub-administrator and
transaction charges of custodians; insurance premiums; outside auditing and
legal expenses;
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costs of maintenance of the Trust's existence; 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 of the shareholders of the Trust and of the
officers or Board of Trustees of the Trust; and any extraordinary expenses.
5. Standard of Care
The Administrator shall exercise its best judgment in rendering the
services listed in Paragraph 2 above. The Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except (a) a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or
(b) 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 and duties under this Agreement.
6. Term of Agreement
This Agreement shall become effective as of the date the Trust commences
its investment operations and shall continue for an initial two-year term and
shall continue automatically from year-to-year thereafter unless terminated in
accordance with the following sentence. This Agreement is terminable at any
time, without penalty, on 60 days' written notice, by the Board of Trustees of
the Trust or upon 90 days' written notice, by the Administrator.
7. Service to Other Companies or Accounts
The Trust understands that the Administrator may act in the future as
administrator to other investment companies or series of investment companies,
and the Trust has no objection to the Administrator's so acting in such
capacity. The Trust understands that the persons employed by the Administrator
to assist in the performance of the Administrator's duties under this Agreement
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 the Administrator
affiliate 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.
8. Representations of the Trust and The Administrator
The Trust represents that (i) a copy of the Declaration of Trust is on
file in the office of the Secretary of the Commonwealth of Massachusetts, (ii)
the appointment of the Administrator has been duly authorized and (iii) it has
acted and will continue to act in conformity with the
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1940 Act and other applicable laws. The Administrator represents that it is
authorized to perform the services described herein.
9. Limitation of Liability
The copy of the Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
11. Governing Law
This Agreement shall be governed in accordance with the laws of the
Commonwealth of Massachusetts.
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
WORLDWIDE INDEX FUNDS
By:
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Name: F. Xxxxx Xxxxxx
Title: President
Accepted:
LMI CAPITAL ADMINISTRATION LLC
By:
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Name: F. Xxxxx Xxxxxx
Title: President
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Schedule A
FORM OF ADMINISTRATION AGREEMENT
Dated July 29, 1998
FUND AND FEE SCHEDULE
(Pursuant to Section 3)
The following Funds (as defined in the Administration Agreement attached
hereto) are governed by such Agreement and the Trust will pay the Administrator
(as such parties are defined in the Agreement) fees at the annual rate set forth
opposite the name of such Fund below:
Fund Annual Rate
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Australia Index Fund 0.20%
France Index Fund 0.20%
Germany Index Fund 0.20%
Hong Kong Index Fund 0.20%
Italy Index Fund 0.20%
Japan Index Fund 0.20%
Netherlands Index Fund 0.20%
Spain Index Fund 0.20%
Sweden Index Fund 0.20%
Switzerland Index Fund 0.20%
United Kingdom Index Fund 0.20%
Europe Index Fund 0.05%
International Index Fund 0.05%
Schedule Adopted as of July 29, 1998
The Administrator agrees, by waiving its fees and reimbursing expenses as
necessary, to limit each Fund's total expense ratio to no greater than 0.99% for
R Class shares and 0.74% for I Class shares over a calendar year until December
31, 2001 (Expense Limits). Any amount waived or reimbursed by the Administrator
pursuant to the Expense Limits for a given calendar year shall be reimbursed by
each Fund to the Administrator in a subsequent year, provided that (1) no such
reimbursements shall be made to the Administrator after 3 years following the
year any amount is waived or reimbursed; and (2) such reimbursements shall only
be made to the extent that they do not result in any Fund's aggregate expenses
exceeding an expense limit of 0.99% for R Class shares and 0.74% for I Class
shares.
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