Exhibit (h)(16)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this 7th day of June, 1999 by and between XXXXXXX
INTERNATIONAL FUND, INC., a Maryland corporation (the "Fund"), on behalf of
Xxxxxxx International Fund, a separate series of the Fund (the "Series"), and
XXXXXXX INVESTOR SERVICES, INC., a Delaware corporation ("SIS").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints SIS to provide information and
administrative services for the benefit of the Series and its Class R
shareholders. In this regard, SIS shall appoint various broker-dealer firms and
other service or administrative firms ("Firms") to provide related services and
facilities for Class R shareholders of the Series. The Firms shall provide such
office space and equipment, telephone facilities, personnel or other services as
may be necessary or beneficial for providing information and services to Class R
shareholders of the Series. Such services and assistance may include, but are
not limited to, providing information on shareholder accounts and transactions,
answering inquiries regarding the Series, resolving account problems, explaining
mutual fund performance and ranking, and such other post-sale administrative
services as the Fund or SIS may reasonably request. Firms may include affiliates
of SIS. SIS may provide some of the above services for the Fund directly or may
appoint Xxxxxx Distributors, Inc. as its agent to carry out any or all of its
duties under this Section 1.
SIS accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. SIS shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. SIS, by separate agreement with
the Fund, may also serve the Fund in other capacities. In carrying out its
duties and responsibilities hereunder, SIS will appoint various Firms to provide
administrative and other services described herein directly to or for the
benefit of Class R shareholders of the Series. Such Firms shall at all times be
deemed to be independent contractors retained by SIS and not the Fund. SIS and
not the Fund will be responsible for the payment of compensation to such Firms
for such services.
2. For the administrative services and facilities described in Section
1, the Fund will pay to SIS at the end of each calendar month an administrative
services fee computed at an annual rate of up to 0.25 of 1% of the average daily
net assets attributable to the Class R shares of the Series. The current fee
schedule is set forth as Appendix I hereto. The administrative services fee
shall be an expense of such class. For the month and year in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during such month and year, respectively. The services of SIS to the Fund under
this Agreement are not to be deemed exclusive, and SIS shall be free to render
similar services or other services to others.
3. The net asset value for the Class R share of the Series shall be
calculated in accordance with the provisions of the Series' current prospectus.
On each day when net asset value is not calculated, the net asset value of a
Class R share of the Series shall be deemed to be the net asset value of such a
share as of the close of business on the last day on which such calculation was
made for the purpose of the foregoing computations.
4. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by SIS under
this Agreement.
5. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by SIS on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of SIS to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. This Agreement may not be amended to
increase the amount to be paid to SIS for services hereunder above 0.25 of 1% of
the average daily net assets attributable to the Class R shares of the Series
without the vote of a majority of the outstanding voting securities of such
class. All material amendments to this Agreement must in any event be approved
by vote of the Board of the Fund.
6. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
7. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
8. All parties hereto are expressly put on notice of the Fund's
Agreement and Articles of Incorporation and all amendments thereto, all of which
are on file with the State of Maryland, and the limitation of shareholder and
trustee liability contained therein. This Agreement has been executed by and on
behalf of the Fund by its representatives as such representatives and not
individually, and the obligations of the Fund thereunder are not binding upon
any of the directors, officers or shareholders of the Fund individually but are
binding upon only the assets and property of the Fund.
9. This Agreement shall be construed in accordance with applicable
federal law and the laws of Maryland.
IN WITNESS WHEREOF, the Fund and SIS have caused this Agreement to be
executed as of the day and year first above written.
XXXXXXX INTERNATIONAL FUND, INC.
By:
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Xxxxxxxx Xxxxx
President
XXXXXXX INVESTOR SERVICES, INC.
By:
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Xxxx X. Xxxxxx
President
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