ADMINISTRATION AGREEMENT
AGREEMENT made as of January 10, 2001, by and between XXXXXXXXXXX SELECT
MANAGERS, a Massachusetts business trust (hereinafter referred to as the
"Trust") on behalf of each of its series listed on an Appendix hereto, as it may
be amended from time to time (each a "Fund," and collectively, the "Funds"), and
OPPENHEIMERFUNDS, INC., a Colorado corporation (hereinafter referred to as the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Trustees") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares; and
WHEREAS, the Trustees have established and designated each Fund as a
series of the Trust; and
WHEREAS, the Trust desires to retain the Administrator to provide
management and administrative services to each Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to each Fund on the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE I
Duties of the Administrator
The Trust hereby employs the Administrator to act as a manager and
administrator of each Fund, and to furnish, or arrange for affiliated persons of
the Administrator ("affiliates") to furnish, the management and administrative
services described below, subject to review by and overall control of 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 Trust or any Fund in any way or otherwise be deemed agents of the
Corporation or any Fund.
(a) Administration Services. The Administrator shall, at its own expense,
provide assistance in the supervision of all administrative and clerical
personnel as shall be required to provide effective corporate administration for
the Trust and each Fund, including the services required of the Funds as set
forth in paragraph 1.1 and 1.4 of the Master-Feeder Participation Agreement (the
"Participation Agreement") and the duties and obligations of the Administrator
under the Participation Agreement and the Subadministration Agreement, the
compilation and maintenance of such records with respect to its operations as
may reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of periodic
reports with respect to its operation of each Fund for the shareholders of the
Fund; composition of proxy materials for meetings of each Fund's shareholders
and the composition of such registration statements as may be required by
federal securities laws and preparation of required filings in each state for
continuous public sale of shares of each Fund. The Administrator shall, at its
own cost and expense, also provide the Trust and each Fund with adequate office
space, facilities and equipment.
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 to perform the
services which it is obligated to provide under Article I hereof. The
Administrator shall pay, or cause its affiliate to pay, compensation of all
Officers of the Trust and all Trustees of the Trust who are affiliated persons
of the Administrator or of an affiliate of the Administrator. The Administrator
shall pay, without payment or reimbursement by the Trust or a Fund, all amounts
as may be payable pursuant to the Subadministration Agreement between the
Administrator and Fund Asset Management LLP.
(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust and each Fund under this Agreement, including,
without limitation: (i) interest and taxes; (ii) insurance premiums for fidelity
and other coverage requisite to its operations; (iii) compensation and expenses
of its trustees other than those associated or affiliated with the
Administrator; (iv) legal and audit expenses; (v) custodian and transfer agent
fees and expenses; (vi) expenses incident to the redemption of its shares; (vii)
expenses incident to the issuance of its shares against payment therefor by or
on behalf of the subscribers thereto; (viii) fees and expenses, other than as
herein above provided, incident to the registration under Federal and state
securities laws of shares of each Fund for public sale; (ix) expenses of
printing and mailing reports, prospectuses, notices and proxy materials to
shareholders of each Fund; (x) except as noted above, all other expenses
incidental to holding meetings of the Funds' shareholders; and (xi) such
extraordinary non-recurring expenses as may arise, including litigation,
affecting a Fund and any legal obligation which the Trust may have on behalf of
a Fund to indemnify its officers and trustees with respect thereto.
ARTICLE III
Compensation of the Administrator
(a) Administrative Fees. For the services rendered, the facilities
furnished and expenses assumed by the Administrator, each 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 such Fund, 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, at the
annual rate set forth for such Fund in an Appendix pertaining to such Fund,
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 net
asset value is suspended by the Trustees, the net asset value of a share as of
the last business day prior to such suspension shall for this purpose be deemed
to be the net asset value 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 Trust and any Fund, 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 Trust or a 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 Trust and the Funds 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 Trust and any Fund are or may become interested in the
Administrator and its affiliates, as directors, officers, employees, partners,
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 Trust or a Fund as shareholders or
otherwise.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective with respect to a Fund as of the
date such Fund commences investment operations, and shall remain in force with
respect to such Fund for two (2) years thereafter or, if sooner, until such date
as may be set forth in the Appendix pertaining to such Fund, and thereafter
continue from year to year, but only so long as such continuance is specifically
approved at least annually by (i) the Trustees, 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.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees or with respect to a Fund by the vote of a majority of
the outstanding voting securities of such Fund, or by the Administrator, on
sixty (60) days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended, with respect to all or a number of the
Funds, 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 majority of the outstanding voting securities,"
"assignment," "affiliated persons" 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.
ARTICLE X
Limitation of Obligation of each Fund
The obligations of each Fund hereunder shall be limited to the assets of
that Fund, shall be separate from the obligations of each other series of the
Trust, and no Fund shall be liable for the obligations of any other series of
the Trust.
ARTICLE XI
Disclaimer of Trustee or Shareholder Liability
The Administrator understands and agrees that the obligations of the Trust
under this Agreement are not binding upon any trustee or shareholder of the
Trust or Fund personally, but bind only the Trust but only with respect to the
Fund's property. OFI represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming trustee or shareholder liability
for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
XXXXXXXXXXX SELECT MANAGERS,
on behalf of each Fund
By: ____________________________
Name: __________________________
Title: ___________________________
OPPENHEIMERFUNDS, INC.
By: ____________________________
Name: __________________________
Title: ___________________________
APPENDIX A
NAME OF FUND ADMINISTRATIVE FEE
Mercury Advisors S&P 500 Index Fund 0.50%
Mercury Advisors Focus Growth Fund 0.50%
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