ADMINISTRATION AGREEMENT
------------------------
XXXXX, XXXX & XXXXX INTERNATIONAL FUND
AGREEMENT made as of the 1st day of May, 1993, by and between XXXXX,
XXXX & XXXXX INTERNATIONAL FUND, a Massachusetts business trust (the "Trust"),
and XXXXX, XXXX & XXXXX, a New York limited partnership (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Administrator to render services to the Trust,
and the Administrator is willing to render such services upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ADMINISTRATIVE SERVICES.
(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Trust. The Administrator will, to the extent such services are
not required to be performed by others pursuant to the custodian
agreement, the transfer agency agreement (to the extent that a person
other than the Administrator is serving thereunder as the Trust's
transfer agent), or other arrangements (i) provide supervision of all
aspects of the Trust's operations not referred to in Section 4 of the
current Investment Advisory Agreement between the Trust and the
Trust's investment adviser (the "Investment Advisory Agreement");
(ii) provide the Trust with personnel to perform such executive,
administrative, accounting and clerical services as are reasonably
necessary to provide effective administration of the Trust; (iii)
arrange for, at the Trust's expense, (a) the preparation for the
Trust of all required tax returns, (b) the preparation and submission
of reports to existing shareholders and (c) the periodic updating of
the Trust's prospectus and statement of additional information and
the preparation of reports filed with the Securities and Exchange
Commission and other regulatory authorities; (iv) maintain all of the
Trust's records not required to be maintained by the investment
adviser pursuant to Section
4(c) of the Investment Advisory Agreement; (v) provide the Trust with
adequate office space and all necessary office equipment and
services, including, without limitation, telephone service, heat,
utilities, stationery supplies and similar items; and (vi) provide to
the Trust transfer agency-related and shareholder relations services
and facilities and the services of one or more of its employees or
officers, or employees or officers of its affiliates, relating to
such functions (including salaries and benefits, office space and
supplies, equipment and teaching).
(b) The Administrator will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably
request. The Administrator shall for all purposes herein be deemed to
be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
(c) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(d) The services hereunder are not deemed exclusive and the Administrator
shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in
Section 1 of this Agreement, the Administrator will pay all costs it
incurs in connection with the performance of its duties under Section 1 of
this Agreement. The Administrator will pay the compensation and expenses
of all of its personnel and will make available, without expense to the
Trust, the services of such of its partners, officers and employees as may
duly be elected officers or Trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. The
Administrator will not be required to pay any expenses of the Trust other
than those specifically allocated to the Administrator in this Section 2.
In particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organization expenses of the Trust;
(iii) fees and expenses incurred by the Trust in connection with
membership in investment company organizations; (iv) brokers' commissions;
(v) payment for portfolio pricing services to a pricing agent, if any;
(vi) legal or auditing expenses (including an allocable portion of the
cost of its employees rendering legal services to the Trust); (vii)
interest, insurance premiums, taxes or governmental fees; (viii) the fees
and expenses of the transfer agent of the Trust; (ix) the cost of
preparing stock certificates or any other expenses, including, without
limitation, clerical expenses of issue, redemption or repurchase of shares
of the Trust; (x) the expenses of and fees for registering or
-2-
qualifying shares of the Trust for sale and of maintaining the
registration of the Trust and registering the Trust as a broker or a
dealer; (xi) the fees and expenses of Trustees of the Trust who are not
affiliated with the Administrator; (xii) the cost of preparing and
distributing reports and notices to shareholders, the Securities and
Exchange Commission and other regulatory authorities; (xiii) the fees or
disbursements of custodians of the Trust's assets, including expenses
incurred in the performance of any obligations enumerated by the
Declaration of Trust or By-Laws of the Trust insofar as they govern
agreements with any such custodian; (xiv) costs in connection with annual
or special meetings of shareholders, including proxy material preparation,
printing and mailing; or (xv) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Trust's business. The Administrator shall not be required to pay expenses
of activities which are primarily intended to result in sales of shares of
the Trust.
3. COMPENSATION OF THE ADMINISTRATOR.
(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will pay the Administrator on the
last day of each month a fee at an annual rate equal to 0.06% per
annum of the average daily net assets of the Trust. The "average
daily net assets" of the Trust shall be determined on the basis set
forth in the Trust's prospectus or otherwise consistent with the 1940
Act and the regulations promulgated thereunder.
(b) If the operating expenses of the Trust in any year (including the
administration fee referred to in Subsection (a) above, but excluding
taxes, brokerage commissions, interest, dividends on securities sold
short, distribution expenses, and extraordinary legal fees and
expenses) exceed the limits set by certain state securities
administrators in states in which shares of the Trust are sold, the
amount payable to the Administrator under Subsection (a) above will
be reduced (but not below $0) by the amount of such excess. If
amounts have already been advanced to the Administrator under this
Agreement, the Administrator will return such amounts to the Trust to
the extent required by the preceding sentence.
(c) In addition to the foregoing, the Administrator may from time to time
agree not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Trust for
all or a portion of its expenses not otherwise required to be borne
-3-
or reimbursed by the Administrator. Any such fee reduction or
undertaking may be discontinued or modified by the Administrator at
any time.
4. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or
from reckless disregard by the Administrator of its obligations and duties
under this Agreement. Any person, even though also employed by the
Administrator, who may be or become an employee of and paid by the Trust
shall be deemed, when acting within the scope of his employment by the
Trust, to be acting in such employment solely for the Trust and not as its
employee or agent. It is understood and expressly stipulated that none of
the trustees or shareholders of the Trust shall be personally liable
hereunder. None of the trustees, officers, agents or shareholders of the
Trust assume any personal liability for obligations entered into on behalf
of the Trust. All persons dealing with the Trust must look solely to the
property of the Trust for the enforcement of any claims against the Trust.
The Trust shall not be liable for any claims against any other Series of
the Trust.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain in
force until April 30, 1994 and shall continue for periods of one year
thereafter, but only so long as such continuance is specifically approved
at least annually by the vote of a majority of the Board of Trustees of
the Trust. This Agreement may, on 60 days' written notice to the other
party, be terminated at any time without the payment of any penalty by the
Trust or by the Administrator.
6. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. This Agreement
may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXX, XXXX & XXXXX INTERNATIONAL FUND
By:________________________________
Its:________________________________
XXXXX, XXXX & XXXXX
By:________________________________
Its:________________________________
-5-
