EXHIBIT (4)(C)
ADMINISTRATION AGREEMENT
AGREEMENT made as of ________________________________, 1999, by and between
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC., a Maryland corporation
(hereinafter referred to as the "Fund"), and FUND ASSET MANAGEMENT, L.P., a
Delaware limited partnership, doing business as FUND ASSET MANAGEMENT
(hereinafter referred to as the "Administrator").
W I T N E S S E T H:
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WHEREAS, the Fund is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Directors of the Fund (the "Directors") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares; and
WHEREAS, the Fund desires to retain the Administrator to provide management
and administrative services to the Funds in the manner and on the terms
hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Funds on the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
ARTICLE I
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Duties of the Administrator
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The Fund hereby employs the Administrator to act as a manager and
administrator of the Funds, and to furnish, or arrange for affiliates to
furnish, the management and administrative services described below, subject to
review by and the overall control of the Board of Directors of the Fund
(hereinafter referred to as the "Directors"), for the period and on the terms
and conditions set forth in this Agreement. The Administrator hereby accepts
such employment and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the obligations herein
set forth for the compensation provided for herein. The Administrator and its
affiliates shall for all purposes herein be deemed to be independent contractors
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed agents of the
Fund.
Management Services. The Administrator shall perform (or arrange for
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the performance by affiliates of) the management and administrative services
necessary for the operation of the Fund including administering shareholder
accounts and handling shareholder relations. The Administrator shall
provide the Fund with office space, facilities, equipment and necessary
personnel and such other services as the Administrator, subject to review by the
Directors, shall from time to time determine to be necessary or useful to
perform its obligations under this Agreement. The Administrator shall also, on
behalf of the Fund, conduct relations with custodians, depositories, transfer
agents, dividend disbursing agents, other shareholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and such other persons in any such other capacity
deemed to be necessary or desirable. The Administrator shall make reports to the
Directors of its performance of obligations hereunder and furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Funds as it shall determine to be desirable.
ARTICLE II
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Allocation of Charges and Expenses
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(a) The Administrator. The Administrator assumes and shall pay for
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maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall, at its own expense, provide the office space,
facilities and necessary personnel which it is obligated to provided under
Article I hereof, and shall pay compensation of all Officers of the Fund and all
Directors of the Fund who are affiliated persons of the Administrator.
(b) The Fund. The Fund assumes and shall pay or cause to be paid all
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other expenses of the Fund (except for the expenses paid by the Distributor),
including, without limitation: taxes, expenses for legal and auditing services,
costs of printing proxies, stock certificates, shareholder reports, prospectuses
and statements of additional information, charges of the custodian, any sub-
custodian and transfer agent, expenses of portfolio transactions, expenses of
redemption of shares, Securities and Exchange Commission fees, expenses of
registering the shares under Federal, state and foreign laws, fees and actual
out-of-pocket expenses of Directors who are not affiliated persons of the
Administrator, accounting and pricing costs (including the daily calculation of
the net asset value), insurance, interest, brokerage costs, litigation and other
extraordinary or non-recurring expenses, and other expenses properly payable by
the Funds. It is also understood that the Fund shall reimburse the
Administrator for its costs in providing accounting services to the Fund. The
Distributor will pay certain of the expenses of the Funds incurred in connection
with the continuous offering of shares of common stock in the Funds.
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ARTICLE III
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Compensation of the Administrator
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Administrative Fees. For the services rendered, the facilities furnished
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and expenses assumed by the Administrator, each Fund shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information, at the
annual rate set forth for such Fund in Appendix A hereto, as the same shall from
time to time be amended pursuant hereto, commencing on the day following
effectiveness hereof. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fee as set forth
above. Payment of the Administrator's compensation for the preceding month
shall be made as promptly as possible after completion of the computations
contemplated above. During any period when the determination of net asset value
is suspended by the Directors, the net asset value of a share as of the last
business day prior to such suspension shall for this purpose be deemed to be the
net asset value at the close of each succeeding business day until it is again
determined.
ARTICLE IV
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Limitation of Liability of the Administrator
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The Administrator shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any act or omission in the management and
administration of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Article IV, the term
"Administrator" shall include any affiliates of the Administrator performing
services for the Fund contemplated hereby and partners, shareholders, directors,
officers and employees of the Administrator and such affiliates.
ARTICLE V
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Activities of the Administrator
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The services of the Administrator to the Fund are not to be deemed to be
exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that Directors, officers, employees and
shareholders of the Fund are or may become interested in the Administrator and
its affiliates, as directors, officers, employees, partners and shareholders or
otherwise, and that the Administrator and directors, officers, employees,
partners and shareholders of the Administrator and its affiliates are or may
become similarly interested in the Fund as shareholders or otherwise.
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ARTICLE VI
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Duration and Termination of this Agreement
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This Agreement shall become effective as of the date first above written
and shall remain in force until April 30, 1998, and thereafter, but only so long
as such continuance is specifically approved at least annually by (i) the
Directors, and (ii) a majority of those Directors who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by the vote of a majority of the outstanding voting
securities of the Fund, or by the Administrator, on sixty days' written notice
to the other party. This Agreement shall automatically terminate in the event
of its assignment.
ARTICLE VII
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Amendments of this Agreement
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This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
ARTICLE VIII
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Definitions of Certain Terms
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The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
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Governing Law
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This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUNDS, INC.
By:__________________________________________
(Signature)
Name:________________________________________
Title:_______________________________________
FUND ASSET MANAGEMENT, L.P.
By:__________________________________________
(Signature)
Name:________________________________________
Title:_______________________________________
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APPENDIX A
Name of Fund Administrative Fee
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Xxxxxxx Xxxxx Global Financial Services Fund, Inc. .35%
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