ADMINISTRATION AGREEMENT
AGREEMENT made as of January ___, 2002, by and between XXXXXXX XXXXX FUNDS
FOR INSTITUTIONS SERIES, a Massachusetts business trust (the "Fund"), and FUND
ASSET MANAGEMENT, L.P., a Delaware limited partnership (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end diversified
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund is comprised of separate series (each, a "Series"), each
of which pursues its investment objective through separate investment policies;
and
WHEREAS, each Series is or may become one of the "feeder" funds for and
invests all of its assets in a corresponding series of Master Funds For
Institutions Series Trust, which serves as a "master" portfolio and has the same
investment objective and policies as the Series; and
WHEREAS, with respect to each Series that becomes such a feeder fund and
is set forth on Exhibit A hereto, as such Exhibit may be revised from time to
time (each, a "Feeder Series"), the Fund desires to retain the Administrator to
provide management and administrative services to the Fund, on behalf of the
Feeder Series, in the manner and on the terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Fund, on behalf of the Feeder Series, on the
terms and conditions hereinafter 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
DUTIES OF THE ADMINISTRATOR
The Fund hereby employs the Administrator to act as a manager and
administrator with respect to each Feeder Series 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 Trustees of
the Fund (the "Trustees"), 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 the
performance by affiliates of) the management and administrative services
necessary for the operation of each Feeder Series, including administering
shareholder accounts and handling shareholder relations. The Administrator shall
provide the Fund, with respect to each Feeder Series, with office space,
facilities, equipment and necessary personnel and such other services as the
Administrator, subject to review by the Trustees, 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, with respect to
each Feeder Series, 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
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any such other capacity deemed to be necessary or desirable. The Administrator
shall make reports to the Trustees of its performance of obligations hereunder
and furnish advice and recommendations with respect to such other aspects of the
business and affairs of the Fund as it shall determine to be desirable.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliate to pay, for 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. The Administrator shall pay, or
cause its affiliate to pay, compensation of all officers of the Fund and all
Trustees of the Fund who are affiliated persons of the Administrator or of an
affiliate of the Administrator.
(b) The Fund. The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund (except for the expenses paid by the distributor of the
Fund's shares (the "Distributor")), including, without limitation: taxes,
expenses for legal and auditing services, costs of printing proxies, 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 Trustees who are not
affiliated persons of the Administrator, or of an affiliate 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 nonrecurring expenses, and other expenses properly payable by
the Fund. It also is understood that the Fund will reimburse the Administrator
for its costs in providing accounting services to
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the Fund. The Distributor will pay certain of the expenses of the Fund incurred
in connection with the continuous offering of shares of beneficial interest in
the Fund.
ARTICLE III
COMPENSATION OF THE ADMINISTRATOR
Administrative Fees. For the services rendered, the facilities furnished
and expenses assumed by the Administrator, the 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 each Feeder Series, 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 of the Fund,
at the annual rate set forth opposite the Feeder Series' name on Exhibit A
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 the net asset value of a Feeder Series is suspended by the
Trustees, the net asset value of a share of such Feeder Series as of the last
business day prior to such suspension shall for this purpose be deemed to be the
net asset value of such Feeder Series at the close of each succeeding business
day until it is again determined.
ARTICLE IV
LIMITATION OF LIABILITY OF THE ADMINISTRATOR
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 or
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any Feeder Series, 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
ACTIVITIES OF THE ADMINISTRATOR
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 Trustees, 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.
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
As to each Feeder Series, this Agreement shall become effective as of the
date indicated for that Feeder Series on Exhibit A hereto and shall remain in
force for two years thereafter and thereafter shall continue from year to year,
but only so long as such continuance is specifically approved at least annually
by (i) the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Feeder Series, and (ii) a majority of those Trustees
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.
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As to each Feeder Series, this Agreement may be terminated at any time,
without the payment of any penalty, by the Trustees or by the vote of a majority
of the outstanding voting securities of the Feeder Series, or by the
Administrator, on sixty days' written notice to the other party. This Agreement
shall automatically terminate, as to the relevant Feeder Series, in the event of
its assignment.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Trustees 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
DEFINITIONS OF CERTAIN TERMS
The terms "vote of a 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
GOVERNING LAW
This Agreement shall be construed in accordance with the 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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ARTICLE X
LIMITATION OF LIABILITY OF TRUSTEES,
SHAREHOLDERS, OFFICERS, EMPLOYEES AND AGENTS
The Fund's Declaration of Trust, dated May 7, 1987, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Xxxxxxx Xxxxx Funds For Institutions Series" refers to the Trustees under
the Declaration collectively as trustees, but not as individuals or personally;
and no Trustee, shareholder, officer, employee or agent of the Fund shall be
held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Fund but the Fund property only shall be
liable.
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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 FUNDS FOR
INSTITUTIONS SERIES
By:
-------------------------------
Title:
FUND ASSET MANAGEMENT, L.P.
By: Princeton Services, Inc.,
General Partner
By:
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Title:
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EXHIBIT A
Annual Fee
as a Percentage
of Average Daily
Name of Series Net Assets Effective Date
-------------- ---------- --------------
Premier Institutional Fund .10% January __, 2002
Institutional Fund .15% January __, 2002
Institutional Tax-Exempt Fund .15% January __, 2002
