XXXXXXX INTERNATIONAL FUND
ADMINISTRATION AGREEMENT
AGREEMENT made this 7th day of February, 1995, by and between XXXXXXX
INTERNATIONAL FUND (the "Trust"), a trust organized under the laws of the State
of Delaware, and INVESTMENT COMPANY ADMINISTRATION CORPORATION (the
"Administrator"), a Delaware corporation.
WITNESSETH:
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
l. In General.
The Trust hereby appoints Investment Company Administration Corporation
as Administrator, subject to the overall supervision of the Board of Trustees of
the Trust for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such appointment and agrees during such period to
render the services herein described and to assume the obligations set forth
herein, for the compensation herein provided.
2. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Board of
Trustees of the Trust, the Administrator shall be responsible for
providing such services as the Trustees may reasonably request,
including but not limited to (i) maintaining the Trust's books and
records (other than financial or accounting books and records
maintained by any custodian, transfer agent or accounting services
agent); (ii) overseeing the Trust's insurance relationships; (iii)
preparing for the Trust (or assisting counsel and/or auditors in the
preparation of) all required tax returns, proxy statements and reports
to the Trust's shareholders and Trustees and reports to and other
filings with the Securities and Exchange Commission and any other
governmental agency (the Trust agreeing to supply or cause to be
supplied to the Administrator all necessary financial and other
information in connection with the foregoing); (iv) preparing such
applications and reports as may be necessary to register or maintain
the Trust's registration and/or the registration of the shares of the
Trust under the securities or "blue sky" laws of the various states
selected by the Trust (the Trust agreeing to pay all filing fees or
other similar fees in connection therewith); (v) responding to all
inquiries or other communications of shareholders, if any, which are
directed to the Administrator, or if any such inquiry or communication
is more properly to be responded to by the Trust's custodian, transfer
agent or accounting services agent, overseeing their response thereto;
(vi) overseeing all relationships between the Trust and any
custodian(s), transfer agent(s) and accounting services agent(s),
including the negotiation of agreements and the supervision of the
performance of such agreements; and (vii) authorizing and directing any
of the Administrator's directors, officers and employees who may be
elected as Trustees or officers of the Trust to serve in the capacities
in which they are elected. All services to be furnished by the
Administrator under this Agreement may be furnished through the medium
of any such directors, officers or employees of the Administrator.
(b) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of the Administrator (and its officers,
directors, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Administrator) the
Administrator shall not be subject to liability to the Trust or to any
shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder, including, without
limitation, any error of judgment or mistake of law or for any loss
suffered by any of them in connection with the matters to which this
Agreement relates, except to the extent specified in Section 36(b) of
the Investment Company Act of 1940 (the "Act") concerning loss
resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services. Except for such disabling conduct, the
Trust shall indemnify the Administrator (and its officers, directors,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Administrator) from any liability
arising from the Administrator's conduct under this Agreement to the
extent permitted by the Trust's Declaration of Trust and applicable
law.
(c) It is agreed that the Administrator shall have no
responsibility or liability for the accuracy or completeness of the
Trust's Registration Statement under the Act except for information
supplied by the Administrator for inclusion therein.
3. Allocation of Expenses.
The Administrator agrees that it will furnish the Trust, at the
Administrator's expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties under this Agreement.
The Administrator will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Administrator. All
costs and expenses not expressly assumed by the Administrator under this
Agreement shall be paid by the Trust, including, but not limited to (i) interest
and taxes; (ii) brokerage fees and commissions; (iii) insurance premiums; (iv)
compensation and expenses of the Trust's Trustees other than those affiliated
with the Advisor or the Administrator; (v) legal and auditing fees and expenses;
(vi) fees and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Trust's shares,
including issuance on the payment of, or reinvestment of, dividends; (viii) fees
and expenses incident to the registration under Federal or state securities laws
of the Trust or its shares; (ix) expenses of preparing, printing and mailing
reports and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (xiii)
organization costs of the Trust.
4. Compensation of the Administrator.
The Trust agrees to pay the Administrator and the Administrator agrees
to accept as full compensation for all services rendered by the Administrator as
such, an annual fee, payable monthly, computed on the value of the net assets of
the Trust as of the close of business each business day at the annual rate of
0.10 of 1% of the first $100 million of such net assets, 0.05 of 1% of the next
$100 million of such net assets and 0.03 of 1% of such net assets of the Trust
in excess of $200 million, subject to a minimum annual fee of $50,000 for the
first class of shares and $10,000 for each additional class of shares.
5. Duration and Termination.
(a) This Agreement shall become effective on the date set
forth above and shall remain in force until terminated pursuant to the
provisions of paragraph (b) hereof.
(b) This Agreement may be terminated by the Administrator at
any time without penalty upon giving the Trust not less than sixty (60)
days' written notice (which notice may be waived by the Trust) and may
be terminated by the Trust at any time without penalty upon giving the
Administrator not less than sixty (60) days' written notice (which
notice may be waived by the Administrator), provided that such
termination by the Trust shall be directed or approved by the vote of a
majority of all of its Trustees in office at the time or by the vote of
the holders of a majority (as defined in the Act) of the voting
securities of the Trust.
6. Governing Law.
This Agreement constitutes the entire agreement and understanding
between the parties hereto, and it shall be governed and construed in accordance
with the laws of the State of Arizona (without regard to conflicts of law).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all as of the day and year first above written.
XXXXXXX INTERNATIONAL FUND
By
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ATTEST:
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INVESTMENT COMPANY ADMINISTRATION
CORPORATION
By
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ATTEST: /s/Xxxxxxx X. Xxxxxxx
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