Exhibit (5)(c)
SUB-ADMINISTRATION AGREEMENT
May 1, 1995
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Ladies and Gentlemen:
Gabelli Funds, Inc., a New York corporation (the
"Adviser"), as investment adviser or manager and
administrator to the investment companies set forth on
Exhibit A and incorporated herein (each referred to herein
as the "Fund"), confirms its agreement with The Shareholder
Services Group, Inc. ("TSSG") as set forth below.
1. Investment Description; Appointment; Governing
Law
Each Fund desires to employ its capital by investing
and reinvesting in investments of the kind and in accordance
with the objective, policies and limitations specified in
its Articles of Incorporation or Master Trust Agreement as
amended from time to time (the "Charter"), its By-Laws, as
amended from time to time, in its prospectus filed with the
Securities and Exchange Commission under the Investment
Company Act of 1940, as amended (the "1940 Act") and the
Securities Act of 1933, as amended, as part of the Fund's
Registration Statement (the "Registration Statement"), as
amended from time to time, and in the manner and to the
extent as may from time to time be approved as set forth in
the Charter. Copies of the Registration Statement, Charter
and By-Laws have been submitted to TSSG. The Fund employs
the Adviser as its investment adviser or manager and
administrator and the Adviser desires to employ and hereby
appoints TSSG to act as its sub-administrator. TSSG accepts
this appointment and agrees to furnish the services as set
forth in paragraph 2 of this Agreement for the compensation
set forth below. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York, without giving effect to the conflict of law rules
thereof.
2. Services as Sub-Administrator
Subject to the overall supervision and direction of
the Adviser, TSSG will (a) assist in supervising all aspects
of each Fund's operations except those performed by the
Adviser under its investment advisory or management
agreement with each Fund; (b) supply the Adviser with office
facilities (which may be in TSSG'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 value of shares
in each Fund ("Shares"), internal auditing and legal
services, internal executive and administrative services,
and stationery and office supplies; (c) prepare and
distribute materials for all Fund Board of
Directors/Trustees Meetings, including mailing of all Board
materials, collating the same materials into the Board books
and assisting in the drafting of minutes for the Board
meetings; (d) prepare reports to holders of Shares
("Shareholders"), tax returns and reports to and filings
with the Securities and Exchange Commission, state Blue Sky
authorities and the applicable stock exchange; (e) provide
any equipment or services necessary for the purpose of
pricing Shares or valuing each Fund's investment portfolio
and, when requested, calculate the amount of all applicable
"Blue Sky" expense limitations; (f) provide compliance
testing of all Fund activities against applicable
requirements of the 1940 Act and the rules thereunder, the
Internal Revenue Code of 1986, as amended, and the Fund's
investment restrictions; (g) furnish to the Adviser such
statistical and other factual information and information
regarding economic factors and trends as the Adviser from
time to time may require, it being understood and
acknowledged by the Fund and TSSG that TSSG shall not
provide any services that would cause TSSG to be deemed to
be an "investment adviser", as that term is defined in
Section 2(a)(20) of the 1940 Act, including without
limitation, services involving the making of recommendations
with regard to purchases or sales by the Fund of securities;
(h) assist in preparing information in connection with
regulatory examinations; and (i) generally provide all
administrative services that may be required for the ongoing
operation of each Fund in a manner consistent with the
requirements of the 1940 Act.
3. Compensation
In consideration of services rendered pursuant to this
Agreement, the Adviser will pay TSSG on the first business
day of each month a fee for the previous month in accordance
with the fee schedule set forth on Exhibit B and
incorporated herein. Such fees do not include certain "out-
of-pocket" disbursements for which TSSG shall be entitled to
xxxx separately. Out-of-pocket disbursements shall include,
but shall not be limited to the items specified on Schedule
C and incorporated herein, which schedule may be modified by
TSSG upon not less than 30 days prior written notice to the
Adviser. 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 that 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 TSSG, the value of each Fund's
net assets shall be computed at the times and in the manner
specified in the Registration Statement. TSSG will bear all
expenses in connection with the performance of its services
under this Agreement with the exception of costs of printing
and mailing stock certificates, prospectuses, reports and
notices, interest on borrowed money, brokerage commissions,
taxes and fees payable to federal, state and other
governmental agencies, fees of Directors or Trustees of each
Fund who are not affiliated with TSSG, outside auditing
expenses, outside legal expenses or other expenses not
specified in this Section 3 which may be properly payable by
the Adviser or the Fund.
4. Standard of Care
TSSG shall exercise its best judgment in rendering the
services listed in paragraph 2 above. TSSG 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, provided that nothing in
this Agreement shall be deemed to protect or purport to
protect TSSG against liability to the Fund or to its
Shareholders to which TSSG would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by reason of
TSSG's reckless disregard of its obligations and duties
under this Agreement.
5. Service to Other Companies or Accounts
The Adviser understands that TSSG now acts, will
continue to act and may act in the future as administrator,
sub-administrator or transfer agent to one or more other
investment companies, and the Adviser has no objection to
TSSG's so acting. In addition, the Adviser understands that
the persons employed by TSSG to assist in the performance of
TSSG'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
TSSG or any affiliate of TSSG to engage in and devote time
and attention to other businesses or to render services of
any kind or nature.
6. Term of Agreement
This Agreement shall become effective as of the date
hereof and shall remain in full force and effect for
successive annual periods thereafter unless terminated
automatically in the event of its assignment or by either
party, without penalty, on sixty (60) days' written notice
to the other party.
7. Amendment to this Agreement
No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument
in writing signed by each party to the Agreement.
8. Miscellaneous
Any notice or other instrument authorized or required
by this Agreement to be given in writing to the Adviser or
TSSG should be sufficiently given if addressed to the party
and received by it at its offices set forth below or at such
other place as it may from time to time designate in
writing.
To the Adviser:
Gabelli Funds, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Attn: Xxxxx X. Xxxxxx
To TSSG:
The Shareholder Services Group, Inc.
Exchange Place - BOS425
Boston, Massachusetts 02109-2873
Attn: Xxxxxxxx Xxxxxxxx, Esq.
9. Confidentiality
All books, records, information and data pertaining to
the business of the Fund that are exchanged or received
pursuant to the performance of TSSG's duties under this
Agreement shall remain confidential and shall not be
voluntarily disclosed to any other person, except as
specifically authorized by the Adviser or as may be required
by law.
* * * * * *
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this
Agreement by signing and returning to us the enclosed copy
of this Agreement.
Very truly yours,
GABELLI FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: CFO, Gabelli Funds Division
Agreed to and Accepted as of May 1, 1995:
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President and Division Manager
EXHIBIT A
The Gabelli Equity Trust, Inc.
The Gabelli Value Fund Inc.
The Gabelli Growth Fund
The Gabelli Asset Fund
The Gabelli Money Market Funds
- The Gabelli U.S. Treasury Money Market Fund
Gabelli Capital Series Funds, Inc.
- Gabelli Capital Asset Fund
Gabelli Income Series Funds, Inc.
- The Gabelli Global Governments Fund
EXHIBIT B
Fees for each Fund will be calculated based upon the
aggregate average daily net assets of the Funds listed on
Exhibit A of this Agreement in accordance with the following
schedule:
Aggregate Assets Charges
$0 to $1 billion .10%
$1 billion to $1.5 billion .08%
$1.5 billion to $3 billion .03%
Over $3 billion .02%
Assets attributed to new funds created after January 1, 1995
will be subject to a minimum fee of $30,000.
This fee rate will be applied to each Fund's average daily
net assets.
EXHIBIT C
Out-of-Pocket Expenses
Out-of-pocket expenses include, but are not limited to the
following:
- Travel to and from Board meetings outside the city of
Boston, MA (subject to prior approval of the Adviser)
- Any other unusual expenses in association with the
services rendered under this Agreement, such as duplicating
charges related to blue sky filings and Board book
production
G:\SHARED\3RDPARTY\GABMMF\PEA\#5\EX-5C.DOC 1
G:\SHARED\3RDPARTY\GABMMF\PEA\#5\EX-5C.XXX
X:\SHARED\3RDPARTY\GABEQTRU\AGRMTS\SUBADMN2.DOC
