EXHIBIT h(5)
ADMINISTRATION AGREEMENT
AGREEMENT made the [ ] day of [ ]1999, by and between NEW ENGLAND FUNDS
TRUST III, a Massachusetts business trust (the "Fund"), with respect to its [ ]
series (the "Series"), and NEW ENGLAND FUNDS MANAGEMENT, L.P., a Delaware
limited partnership (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager have entered into an Advisory
Agreement pursuant to which the Manager (or certain other parties acting
pursuant to delegation from the Manager) performs certain portfolio management
and administrative services for the Series;
WHEREAS, the Fund and the Manager wish to enter into a further
agreement whereby the Manager provides or procures certain additional services
necessary to the operation of the Series;
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Administrative Services (as defined in Section 2 hereof), subject to
the authority of the Manager to delegate any or all of its
responsibilities hereunder to other parties as provided in Section 1(b)
hereof. The Manager hereby accepts such employment and agrees, at its
own expense, to furnish such services (either directly or pursuant to
delegation to other parties as permitted by Section 1(b) hereof) and to
assume the obligations herein set forth, for the compensation herein
provided.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to
one or more other parties (each such party, an "Administrator")
selected by the Manager. Any Administrator may (but need not) be
affiliated with the Manager.
2. As used in this Agreement, "Administrative Services" means the
provision to the Fund, by or at the expense of the Manager, of the
following:
(a) office space in such place or places as may be agreed upon from
time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the affairs
of the Series (exclusive of those related to and to be performed under
contract for custodial, transfer, dividend and plan agency services by
the entity or entities selected to perform such services and exclusive
of any managerial functions described in Section 4); and
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser (as defined in
the Advisory Agreement) or any Administrator or of any affiliated
person (other than a registered investment company) of the Manager, any
Sub-Adviser or any Administrator.
3. The Manager shall bear, or reimburse the Fund for, each of the
following expenses:
(a) the costs of printing and mailing the items referred to in
sub-section (k) of this section 3;
(b) compensation of trustees of the Fund who are not directors,
officers or employees of the Manager, any Sub-Adviser or any
Administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
Administrator;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of any entity appointed by the Fund for
custodial, paying agent, shareholder servicing and plan agent services;
(e) charges and expenses of independent accountants retained by the
Fund;
(f) charges and expenses of any transfer agents and registrars
appointed by the Fund; provided, that the Manager shall not be required
to pay the charges and expenses of any such transfer agent to the
extent that such charges and expenses are paid by any third party;
(g) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(h) the cost of certificates representing shares of the Fund;
(i) legal fees and expenses in connection with the routine affairs
of the Fund, including registering and qualifying its shares with
Federal and State regulatory authorities;
(j) expenses of meetings of shareholders and trustees of the Fund;
(k) the costs of services, including services of counsel, required
in connection with the preparation of the Fund's registration
statements and prospectuses, including amendments and revisions
thereto, annual, semiannual and other periodic reports of the Fund, and
notices and proxy solicitation material furnished to shareholders of
the Fund or regulatory authorities; and
(l) the Fund's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
4. Nothing in this Agreement shall require the Manager to bear or
reimburse the Fund for:
(a) any of the costs of preparing, printing and distributing sales
literature;
(b) brokers' commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund
is a party;
(c) interest, including interest on borrowings by the Fund; or
(d) extraordinary expenses, including litigation expenses, incurred
by the Fund.
5. All activities undertaken by the Manager or any Administrator
pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting
pursuant to like authority.
6. The services to be provided by the Manager and any Administrator
hereunder are not to be deemed exclusive and the Manager and any
Administrator shall be free to render similar services to others, so
long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Fund shall pay the
Manager compensation in the amount set forth in Schedule A hereto (or
such lesser amount as the Manager may from time to time agree to
receive). Such compensation shall be payable monthly in arrears or at
such other intervals, not less frequently than quarterly, as the Board
of Trustees of the Fund may from time to time determine and specify in
writing to the Manager. The Manager hereby acknowledges that the Fund's
obligation to pay such compensation is binding only on the assets and
property belonging to the Series.
8. If the total of all ordinary business expenses of the Fund as a
whole (including investment advisory fees but excluding interest,
taxes, portfolio brokerage commissions, distribution-related expenses
and extraordinary expenses) for any fiscal year exceeds the lowest
applicable percentage of average net assets or income limitations
prescribed by any state in which shares of the Series are qualified for
sale, the Manager shall pay such excess. Solely for purposes of
applying such limitations in accordance with the foregoing sentence,
the Series and the Fund shall each be deemed to be a separate fund
subject to such limitations. Should the applicable state limitation
provisions fail to specify how the average net assets of the Fund or
belonging to the Series are to be calculated, that figure shall be
calculated by reference to the average daily net assets of the Fund or
the Series, as the case may be.
9. It is understood that any of the shareholders, trustees,
officers, employees and agents of the Fund may be a shareholder,
director, officer, employee or agent of, or be otherwise interested in,
the Manager, any affiliated person of the Manager, any organization in
which the Manager may have an interest or any organization which may
have an interest in the Manager; that the Manager, any such affiliated
person or any such organization may have an interest in the Fund; and
that the existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder except as otherwise
provided in the Agreement and Declaration of Trust of the Fund, the
partnership agreement of the Manager or specific provisions of
applicable law.
10. This Agreement shall become effective as of the date set forth
above, and
(a) this Agreement may at any time be terminated on [sixty] days'
written notice to the Manager either by vote of the Board of Trustees
of the Fund or by vote of a majority of the outstanding voting
securities of the Series;
(b) this Agreement shall automatically terminate in the event of its
assignment;
(c) this Agreement may be terminated by the Manager on [ninety]
days' written notice to the Fund;
(d) if New England Funds, L.P., the Fund's principal underwriter,
requires the Fund or the Series to change its name so as to eliminate
all references to the words "New England" or the letters "TNE" pursuant
to the provisions of the Fund's Distribution Agreement relating to the
Series with said principal underwriter, this Agreement shall
automatically terminate at the time of such change unless the
continuance of this Agreement after such change shall have been
specifically approved by vote of a majority of the outstanding voting
securities of the Series and by vote of a majority of the trustees of
the Fund who are not interested persons of the Fund or the Manager,
cast in person at a meeting called for the purpose of voting on such
approval; and
(e) this Agreement shall terminate automatically at such time as the
Series shall no longer invest all (or substantially all) of its
investment assets in one or more registered, open-end management
investment companies, or separate series thereof, in accordance with
Section 12(d)(1)(E) or 12(d)(1)(G) of the Investment Company Act of
1940 (the "1940 Act").
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of
the parties, provided that such consent on the part of the Fund shall
have been approved by vote of a majority of the trustees of the Fund
[who are not interested persons of the Fund or the Manager].
12. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated
person" and "assignment" shall have their respective meanings defined
in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
References in this Agreement to any assets, property or liabilities
"belonging to" the Series shall have the meaning defined in the Fund's
Agreement and Declaration of Trust as amended from time to time.
13. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its
obligations and duties hereunder, the Manager shall not be subject to
any liability to the Fund, to any shareholder of the Fund or to any
other person, firm or organization, for any act or omission in the
course of, or connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
NEW ENGLAND FUNDS TRUST III
on behalf of its [ ] series
By: ________________________________
Name: Xxxxx Xxxxx
Title: President
NEW ENGLAND FUNDS MANAGEMENT, L.P.
By NEF Corporation, its general partner
By: ________________________________
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director, Senior Vice President, General Counsel,
Secretary & Clerk
NOTICE
A copy of the Agreement and Declaration of Trust establishing New
England Funds Trust III (the "Fund") is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed with respect to the Fund's [ ] series (the "Series") on behalf of the
Fund by officers of the Fund as officers and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to the Series.
