ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, made this 24th day of February
1998, by and between XXXXXXX ADMINISTRATIVE SERVICES COMPANY, a Delaware
corporation having its principal place of business in Bethesda, Maryland
("CASC"), and XXXXXXX SOCIAL INVESTMENT FUND, a Massachusetts business trust
(the "Fund").
The parties to this Agreement, intending to be legally bound, agree
with each other as follows:
1. Provision of Services. CASC hereby undertakes to provide
each portfolio of the Fund set forth on the attached Schedule ("Portfolio")
with certain administrative services that will be required in the conduct of
business. Such services will include maintaining the Fund's organizational
existence, preparing the Portfolio's prospectuses, notices, proxy materials,
reports to regulatory bodies and reports to shareholders of the Portfolios,
determining the amount of periodic distributions per share, keeping certain
books and records, and such other incidental administrative services as are
necessary to the conduct of the Portfolio's affairs. Additionally, CASC will
provide oversight and compliance with respect to publications (such as
newsletters, prospectuses, shareholder reports, internet and website
materials), shareholder complaints, governmental inquiries, subpoenas, levies,
judicial proceedings, review of sales literature (in addition to the
above-referenced publications), federal and state registration requirements,
draft writing (if applicable) and check depositing procedures, Automatic
Clearing House procedures, shareholder service surveys and fraud oversight
procedures. The Fund hereby engages CASC to provide the Portfolio with such
services, or to cause such services to be provided to the Fund by third
parties.
2. Scope of Authority. CASC will be at all times, in the
performance of its functions under this Agreement, subject to any direction
and control of the Trustees of the Fund and of its officers, and to the terms
of the Fund's Declaration of Trust and Bylaws and of the then current
prospectus and statements of additional information applicable to the
Portfolios, except only that it will have no obligation to provide to the Fund
any services that are clearly outside the scope of those contemplated in this
Agreement. In the performance of its duties hereunder, CASC will be
authorized to take such action not inconsistent with the express provisions
hereof as it deems advisable. It may contract with other persons to provide
to the Portfolio any of the services contemplated herein under such terms as
it deems reasonable and will have the authority to direct the activities of
such other persons in the manner it deems appropriate.
3. Other Activities of CASC. CASC and any of its affiliates
will be free to engage in any other lawful activity, including the rendering
to others of services similar to those to be rendered to the Portfolios
hereunder; and CASC or any interested person thereof will be free to invest in
any Portfolio as shareholder, to become an officer or Trustee of the Fund if
properly elected, or to enter into any other relationship with the Fund
approved by the Trustees and in accordance with law.
CASC agrees that it will not deal with the Fund in any transaction in
which CASC acts as a principal, except to the extent as may be permitted by
the terms of this Agreement.
4. Recordkeeping and Other Information. CASC will, commencing
on the effective date of this Agreement, create and maintain all necessary
administrative records of the Portfolio in accordance with all applicable
laws, rules and regulations, including but not limited to records required by
Section 31(a) of the Investment Company Act of 1940, as amended (the "1940
Act"), and the Rules thereunder, as amended from time to time. All records
will be the property of the Fund and will be available for inspection and use
by the Fund.
5. Audit, Inspection and Visitation. CASC will make available
during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by
the Securities and Exchange Commission (the "SEC"), the Fund or any person
retained by the Fund.
6. Compensation to CASC. CASC will be compensated by the
Portfolios on a monthly basis for the services performed under this Agreement,
the rate of compensation being set forth in Schedule A. CASC will not be
responsible for any costs or expenses of the Portfolios other than those
specifically assumed in Paragraph 1. Expenses incurred by CASC will be
reimbursed to CASC by the Portfolio, as appropriate; such expenses may include
expenses incidental to meetings of shareholders, taxes and corporate fees
levied against the Fund or its Portfolios, expenses of printing stock
certificates representing shares of the Portfolios, expenses of printing,
mailing notices, proxy material, reports to regulatory bodies and reports to
shareholders of the Portfolio, expenses of typesetting prospectuses and
printing and mailing prospectuses to shareholders, and data processing
expenses incidental to maintenance of books and records. Such charges will be
payable in full upon receipt of a billing invoice; in lieu of reimbursing CASC
for expenses incurred the Portfolio may, in its discretion, directly pay any
expenses.
7. Use of Names. The Fund will not use the name of CASC in any
prospectus, sales literature or other material relating to the Fund or its
Portfolios in any manner without prior approval by CASC; provided, however,
that CASC will approve all uses of its name that merely refer in accurate
terms to its appointment or that are required by the SEC or a State Securities
Commission; and provided, further, that in no event will such approval be
unreasonably withheld. CASC will not use the name of the Fund or its
Portfolios in any material relating to CASC in any manner without prior
approval by the Fund; provided, however, that the Fund will approve all uses
of its name or the names of its Portfolios that merely refer in accurate terms
to the appointment of CASC or that are required by the SEC or a State
Securities Commission; and provided, further, that in no event will the
approval be unreasonably withheld.
8. Security. CASC represents and warrants that, to the best of
its knowledge, the various procedures and systems that CASC proposes to
implement with regard to safeguarding from loss or damage attributable to
fire, theft or any other cause (including provision for twenty-four hour a day
restricted access) the Fund's books and records administered pursuant to this
Agreement and CASC's records, data, equipment, facilities and other property
used in the performance of its obligations under this Agreement are adequate
and that it will implement them in a manner and make such changes therein from
time to time as in its judgment are required for the secure performance of its
obligations under this Agreement.
9. Limitation of Liability. The Fund will indemnify and hold
CASC harmless against any losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit brought by any person (including a shareholder naming
the Fund or any of its Portfolios as a party) other than the Fund not
resulting from CASC's negligence, or caused by errors of judment or mistakes
of law committed by CASC in a good faith effort to carry out its duties under
this Agreement.
In no event will CASC be liable for indirect, special, or
consequential damages (even if CASC has been advised of the possibility of
such damages) arising from the obligations assumed hereunder and the services
provided for by this Agreement, including but not limited to lost profits,
loss of use of accounting systems, cost of capital, cost of substitute
facilities, programs or services, downtime costs, or claims of the Fund's
shareholders for such damage.
10. Limitation of Fund's Liability. CASC acknowledges that it
has received notice of and accepts the limitation upon the Fund's liability.
CASC agrees that the Fund's obligations in any case will be limited to the
Fund or its Portfolios and to the assets and that CASC will not seek
satisfaction of any such obligation from the shareholders nor from any
Director, officer, employee or agent of the Fund.
11. Force Majeure. CASC will not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment
breakdowns beyond its control, CASC will take reasonable steps to minimize
service interruptions but will have no liability with respect thereto.
12. Amendments. CASC and the Fund will regularly consult with
each other regarding CASC's performance of its obligations under this
Agreement. Any change in the Fund's registration statements under the
Securities Act of 1933, as amended, or the 1940 Act or in the forms relating
to any plan, program or service offered by the current prospectuses of the
Portfolios that would require a change in CASC's obligations hereunder will be
subject to CASC's approval, which will not be unreasonably withheld.
13. Duration, Termination, etc. Neither this Agreement nor any
of its provisions may be changed, waived, discharged, or terminated orally,
but only by written instrument which will make specific reference to this
Agreement and which will be signed by the party against which enforcement of
such change, waiver, discharge or termination is sought. This Agreement will
continue in effect until two years from the date hereof, and thereafter as the
parties may mutually agree; provided, however, that this Agreement may be
terminated as to any or all Portfolios at any time by sixty days' written
notice given by CASC to the Fund or sixty days' written notice given by the
Fund to CASC; and provided further that this Agreement may be terminated
immediately at any time for cause either by the Fund or CASC in the event that
such cause remains unremedied for no less than ninety days after receipt of
written specification of such cause. Any such termination will not affect the
rights and obligations of the parties under Paragraphs 9 and 10 hereof. In
the event that the Fund designates a successor to any of CASC's obligations
under this Agreement, CASC will, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by CASC.
14. Miscellaneous. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes of this Agreement. This Agreement will be construed and enforced in
accordance with and governed by the laws of Maryland. The captions in this
Agreement are included for convenience only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
XXXXXXX ADMINISTRATIVE SERVICES COMPANY
BY ___________________________
XXXXXXX SOCIAL INVESTMENT FUND
BY ___________________________
ADMINISTRATIVE SERVICES AGREEMENT
CSIF MANAGED INDEX PORTFOLIO
SCHEDULE A
For services under this Administrative Services Agreement, the
Managed Index Portfolio of Xxxxxxx Social Investment Fund shall pay to Xxxxxxx
Administrative Services Company a fee, computed daily and payable monthly at
the annual rate set forth below based on the average daily net assets of the
respective class.
Class A 0.15%
Class B 0.15%
Class C 0.15%
Class I 0.10%
