EXHIBIT H7
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated this 1st day of July, 2001,
between XXXXXXX INVESTORS TRUST (the "Fund"), a Massachusetts business trust and
Zurich Xxxxxxx Investments, Inc. ("Zurich Xxxxxxx" or "Administrator"), a
Delaware corporation.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Fund has established multiple series designated as Xxxxxxx
Focus Growth Fund, Xxxxxxx Research Fund and Xxxxxxx S&P 500 Stock Fund (each a
"Series"), each of which offers three classes of shares, namely the Class A,
Class B and Class C Shares (collectively, the "Classes"); and
WHEREAS, Zurich Xxxxxxx provides investment management services pursuant
to a separate Investment Management Agreement; and
WHEREAS, the Fund wishes to retain Zurich Xxxxxxx to provide
administrative and other services to the Fund with respect to the Series and
Classes in the manner and on the terms hereinafter set forth; and
WHEREAS, Zurich Xxxxxxx is willing to furnish such services in the
manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
I. APPOINTMENT. The Fund hereby appoints Zurich Xxxxxxx as Administrator to
provide the administrative and other services with respect to the Series for the
period and on the terms set forth in this Agreement. The Administrator accepts
such appointment and agrees during such period to render the services herein set
forth for the compensation herein provided. In the event the Fund establishes
and designates additional series with respect to which it desires to retain the
Administrator to render administrative and other services hereunder and the
Administrator is willing to render those services, Schedule A hereto shall be
amended to reflect the compensation payable to the Administrator on behalf of
that series and that series shall become a Series hereunder.
II. DUTIES. Subject to the general supervision of the Board of Trustees of
the Fund (the "Board"), the Administrator shall provide or procure all
organizational, administrative and other services reasonably necessary for the
operation of the Series and certain other services, all as more particularly
described and except as provided below.
A. ADMINISTRATIVE SERVICES. Subject to the approval or consent of
the Board, the Administrator shall provide or procure, at the Administrator's
expense, services to each Series ("Serieswide Administrative Services") to
include the following: (i) coordinating matters relating to the operation of the
Series, including any necessary coordination among Zurich Xxxxxxx or other
advisers to the Series, the custodian(s), transfer agent(s), shareholder
servicing and dividend disbursing agent(s), subaccounting and recordkeeping
agent(s), pricing agent(s), independent public accountants, attorneys, and other
parties performing services or operational functions for the Series; (ii)
providing the Series with the services of a sufficient number of persons
competent to perform such administrative and clerical functions as are necessary
to ensure compliance with federal securities laws, as well as other applicable
laws, and to provide effective administration of the Series; (iii) maintaining,
or supervising the maintenance by third parties, of such books and records of
the Fund and the Series as may be required by applicable federal or state law
other than the records and ledgers maintained under the Investment Management
Agreement; (iv) preparing and arranging for the distribution of proxy materials
to shareholders of the Series as required by applicable law; (v) arranging for
and paying for services of the Series' custodian; (vi) arranging for and paying
for preparation of the Series' tax returns; and (vii) taking such other action
with respect to the Series as may be required by applicable law, including,
without limitation, the rules and regulations of the SEC and of state securities
commissions and other regulatory agencies.
Subject to the approval or consent of the Board, the
Administrator shall provide or procure, at the Administrator's expense, services
to each Class of the Series ("Class Administrative Services") to include the
following: (i) transfer agency, shareholder servicing and dividend disbursing
services, and, to the extent allocable to a particular Class, subaccounting and
recordkeeping services; (ii) internal fund accounting services performed on
behalf of each Series; and (iii) preparing and arranging for the printing and
distribution of prospectuses, periodic reports and notices to shareholders of
the Series as required by applicable law. To the extent that any Serieswide
Administrative Services described above are provided to a particular Class, they
may be deemed to be Class Administrative Services.
B. EXPENSES. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its obligations under
this Agreement, except such expenses as are those of the Series under this
Agreement. The Administrator shall pay for maintaining its staff and personnel
and shall, at its own expense provide the equipment, office space, and
facilities necessary to perform its obligations under this Agreement. In
addition, the Administrator shall, at its expense, furnish to the Fund, any
Series or a particular Class thereof, as applicable, or procure and pay for: (a)
usual and customary auditing services of each Series' independent public
accountants; (b) services of each Series' transfer agent(s), shareholder
servicing and dividend disbursing agent(s), and shareholder recordkeeping
agent(s); (c) services of each Series' custodian, including any recordkeeping
services provided by the custodian; (d) services of each Series' accounting
agent(s); (e) services of obtaining quotations for calculating the value of each
Series' net assets; (f) services of maintaining the Series' tax records; (g)
services, including procurement of legal services, incident to meetings of the
Fund's shareholders, the preparation and filing of registration statements under
the Securities Act of 1933, as amended, and the 1940 Act and any amendments
thereto, and reports of the Fund to its shareholders, the preparation and filing
of reports to regulatory bodies, the maintenance of the Fund's existence and
qualification to do business, and the registration of shares with federal and
2
state securities authorities (except as described in subsection (gg) below); (h)
procurement of ordinary legal services, including the services that arise in the
ordinary course of business for a Massachusetts business trust registered as an
open-end management investment company; (i) the Fund's pro rata portion of the
fidelity bond required by Section 17(g) of the 1940 Act, or other insurance
premiums; (j) association membership dues; (k) services to organize and offer
shares of the Fund and the Series; and (l) printing and postage expenses related
to the mailing of periodic reports, prospectuses, statements of additional
information and other shareholder mailings, excluding proxy solicitations; (m)
expenses that are the obligation of a Series pursuant to a special servicing
agreement with a registered investment company that is a holder of shares of the
Series and that may be deemed to be an affiliated person, or an affiliated
person of such a person, as defined in the 1940 Act; and (n) expenses in the
nature of avoided transfer agency costs payable to a person that is a
shareholder of record for an omnibus account on the transfer agency records of
the Series. The Fund shall bear the following expenses: (aa) salaries and other
compensation of any of the Fund's executive officers and employees, if any, who
are not officers, directors, stockholders, or employees of the Administrator or
its subsidiaries or affiliates; (bb) taxes, if any, levied against the Fund or
any of its Series; (cc) brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for any of the Series; (dd) costs,
including the interest expenses, of borrowing money; (ee) fees and expenses of
Board members who are not officers, employees, or stockholders of the
Administrator or its subsidiaries or affiliates, and the fees and expenses of
any counsel, accountants, or any other persons engaged by such Board members in
connection with the duties of their office with the Fund; (ff) extraordinary
expenses, including extraordinary legal expenses to the extent authorized by the
Board, as may arise, including expenses incurred in connection with litigation,
proceedings, other claims and the legal obligations of the Fund to indemnify its
Board members, officers, employees, shareholders, distributors, and agents with
respect thereto; (gg) organizational and offering expenses of the Fund and the
Series to the extent authorized by the Board, and any other expenses which are
capitalized in accordance with generally accepted accounting principles; and
(hh) any expenses allocated to a specific Series pursuant to a shareholder
services or Rule 12b-1 distribution plan.
C. ORGANIZATIONAL SERVICES. The Administrator shall provide the
Fund and the Series, at the Administrator's expense, with the services necessary
to organize any Series that commence operations on or after the date of this
Agreement so that such Series can conduct business as described in the Fund's
Registration Statement.
D. The Administrator shall also make its officers and employees
available to the Board and officers of the Fund for consultation and discussions
regarding the administration of the Series and services provided to the Series
under this agreement.
E. In performing these services, the Administrator: (i) shall
conform with the 1940 Act and all rules and regulations thereunder, all other
applicable federal and state laws and regulations, with any applicable
procedures adopted by the Board, and with the provisions of the Fund's
Registration Statement filed on Form N-1A, as supplemented or amended from time
to time, (ii) will make available to the Fund, promptly upon request, any of the
Series' books and records as are maintained under this Agreement, and will
furnish to regulatory authorities having the requisite authority any such books
and records and any information or reports in connection with the
Administrator's services under this Agreement that may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with
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applicable laws and regulations, and (iii) will regularly report to the Board on
the services provided under this Agreement and will furnish the Board with
respect to the Series such periodic and special reports as the Board may
reasonably request.
The Administrator shall keep books and records relating to the
services performed hereunder, in the form and manner, and for such period as it
may deem advisable and is agreeable to the Fund but not inconsistent with the
rules and regulations of appropriate government authorities, in particular,
Section 31 of the 1940 Act and the rules thereunder. The Administrator agrees
that all such records prepared or maintained by the Administrator relating to
the services to be performed by the Administrator pursuant to this Agreement are
the property of the Fund and will be preserved, maintained, and made available
in accordance with such section and rules of the 1940 Act and will be promptly
surrendered to the Fund on and in accordance with its request.
F. The services provided by the Administrator under this Agreement
are in addition to those required to be provided by it under the Investment
Management Agreement entered into between the Administrator and the Fund on
behalf of each Series. Notwithstanding any other provision of the Agreement, all
other services provided by the Administrator under the Investment Management
Agreement will continue to be provided by the Administrator and paid for by the
Fund pursuant to that agreement.
III. INDEPENDENT CONTRACTOR. The Administrator shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board from time to time, have no authority
to act for or represent the Fund in any way or otherwise be deemed its agent.
IV. COMPENSATION. The Fund shall pay the Administrator on behalf of the
Series a Serieswide Administrative Fee as compensation for the Serieswide
Administrative Services set forth in Section II.A above. Each Class of the
Series shall pay the Administrator on its own behalf a Class Administrative Fee
as compensation for the Class Administrative Services provided to the Class as
set forth in Section II.A above. The Serieswide Administrative Fee and the Class
Administrative Fee shall be at the rates set forth in Schedule A hereto. The
amount of any credit received from the Series' custodian for cash balances
maintained at the custodian shall be subtracted from the Serieswide
Administrative Fee required to be paid by Fund under this Agreement.
V. NON-EXCLUSIVITY. It is understood that the services of the Administrator
hereunder are not exclusive, and the Administrator shall be free to render
similar services to other investment companies and other clients.
VI. LIABILITY. The Administrator shall give the Fund the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Fund agrees that neither the Administrator
nor the stockholders, officers, directors, or employees of the Administrator
shall be subject to any liability for, or any damages, expenses or losses
incurred in connection with, any act, omission or mistake in judgment connected
with or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or
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negligence in the performance of the Administrator's duties, or by reason of
reckless disregard of the Administrator's obligations and duties under this
Agreement. This provision shall govern only the liability to the Fund of the
Administrator and that of the stockholders, officers, directors, and employees
of the Administrator, and shall in no way govern the liability to the Fund or
the Administrator of any other person or provide a defense for such other
person, including persons that provide services for the Series as described in
Section II.B or C of this Agreement.
VII. TERM AND CONTINUATION. This Agreement shall take effect as of the date
hereof, and shall remain in effect, unless sooner terminated as provided herein,
until September 30, 2003, and shall continue thereafter on an annual basis with
respect to each Series, provided that such continuance is specifically approved
at least annually (a) by the vote of a majority of the Board, or (b) by vote of
a majority of the outstanding voting securities of the Series, and provided
continuance is also approved by the vote of a majority of the Board who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of the Fund, 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 with respect to the entire Fund or only with respect to one or
more Series thereof: (a) by the Fund at any time with respect to the services
provided by the Administrator by vote of (1) a majority of the Board members who
are not "interested persons" (as such term is defined in the 1940 Act) of the
Fund, or (2) a majority of the outstanding voting shares of the Fund or, with
respect to a particular Series, by vote of a majority of the outstanding voting
shares of such Series, on 60 days' written notice to the Administrator; and (b)
by the Administrator on or after September 30, 2003, without the payment of any
penalty, upon 60 days' written notice to the Fund.
VIII. NOTICES. Notices of any kind to be given to the Administrator by the
Fund shall be in writing and shall be duly given if mailed or delivered to the
Administrator at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or to such other
address or to such individual as shall be specified by the Administrator.
Notices of any kind to be given to the Fund by the Administrator shall be in
writing and shall be duly given if mailed or delivered to 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, 00000, or to such other address or to such individual as shall
be specified by the Fund.
IX. FUND OBLIGATION. A copy of the Trust's Agreement and Declaration of
Trust, as amended, is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that, if this Agreement has been
executed on behalf of the Trust by a Board member, he or she has done so in his
or her capacity as Board member and not individually. The obligations of this
Agreement to pay the Administrator for services provided to or procured for a
Series shall be binding only upon the assets and property of that Series and
shall not be binding upon any Board member, officer, or shareholder of the Fund
individually.
X. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
XI. MISCELLANEOUS. This Agreement shall be governed by the laws of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable. To the extent that any provision of this Agreement
shall be held or made invalid
5
by a court decision, statute, rule or otherwise with regard to any party
hereunder, such provisions with respect to other parties hereto shall not be
affected thereby. The captions in this Agreement are included for convenience
only and in no way define any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may not be assigned by the Fund or the
Administrator without the consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
XXXXXXX INVESTORS TRUST
By:
-------------------------------------
Xxxx X. Xxxxxx, President
ZURICH XXXXXXX INVESTMENTS, INC.
By:
-------------------------------------
Managing Director
SCHEDULE A
ZURICH XXXXXXX INVESTMENTS, INC.
FEE INFORMATION FOR SERVICES PROVIDED UNDER
ADMINISTRATIVE SERVICES AGREEMENT
As compensation for the services provided under this Administrative
Services Agreement, the Administrator shall receive from the Fund, on behalf of
the Series, the following Serieswide Administrative Fee, and from each Class the
following Class Administrative Fee, each paid monthly based on average daily net
assets of the Series or Class, as applicable, according to the following
annualized fee schedule:
SERIESWIDE ADMINISTRATIVE FEE RATES
Dreman Funds 0.09%
Emerging Market Funds 0.30%
Floating Rate Fund 0.09%
Index Funds 0.09%
International Funds 0.14%
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Money Market Funds 0.05%
Retirement Series Funds 0.20%
Specialty/Sector Funds 0.09%
Tax Free Funds 0.05%
U.S. Income Funds 0.09%
U.S. Large Cap Equity Funds 0.09%
U.S. Small Cap Equity Funds 0.09%
CLASS ADMINISTRATIVE FEE RATES
INVESTMENT CATEGORY CLASS A CLASS B CLASS C CLASS AARP CLASS S/M CLASS I
-----------------------------------------------------------------------------------------------------------
XII. Dreman Funds 0.260% 0.310% 0.285% NA NA 0.010%
-----------------------------------------------------------------------------------------------------------
Emerging Market Funds 0.375% 0.425% 0.400% 0.350% 0.350% NA
-----------------------------------------------------------------------------------------------------------
XIII. Floating Rate Fund 0.135% 0.185% 0.160% NA NA NA
-----------------------------------------------------------------------------------------------------------
International Funds 0.260% 0.310% 0.285% 0.235% 0.235% 0.010%
-----------------------------------------------------------------------------------------------------------
XIV. Index Funds 0.260% 0.310% 0.385% 0.160% 0.160% NA
-----------------------------------------------------------------------------------------------------------
XV. Money Market Funds NA NA NA 0.350% 0.350% NA
-----------------------------------------------------------------------------------------------------------
Specialty / Sector Funds 0.285% 0.335% 0.310% 0.260% 0.260% 0.010%
-----------------------------------------------------------------------------------------------------------
Tax Free Funds 0.125% 0.175% 0.150% 0.100% 0.100% NA
-----------------------------------------------------------------------------------------------------------
U.S. Income Funds 0.235% 0.285% 0.260% 0.210% 0.210% 0.010%
-----------------------------------------------------------------------------------------------------------
U.S. Large Cap Equity Funds 0.235% 0.285% 0.260% 0.210% 0.210% 0.010%
-----------------------------------------------------------------------------------------------------------
U.S. Small Cap Equity Funds 0.385% 0.435% 0.410% 0.360% 0.360% 0.010%
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DREMAN FUNDS
Xxxxxxx-Xxxxxx Financial Services Fund
Xxxxxxx-Xxxxxx High Return Equity Fund
EMERGING MARKET FUNDS
Xxxxxxx Emerging Markets Growth Fund
Xxxxxxx Emerging Markets Income Fund
Xxxxxxx Gold Fund
Xxxxxxx Latin America Fund
Xxxxxxx Pacific Opportunities Fund
FLOATING RATE FUNDS
Xxxxxxx Floating Rate Fund
XVI. International Funds
Global Discovery Fund
Xxxxxxx Global Fund
Xxxxxxx Global Bond Fund
Xxxxxxx Greater Europe Growth Fund
Xxxxxxx International Fund
Xxxxxxx International Research Fund
Xxxxxxx New Europe Fund
INDEX FUNDS
Xxxxxxx S&P 500 Stock Fund
Xxxxxxx S&P 500 Index Fund
Xxxxxxx Select 500 Fund
Xxxxxxx Select 1000 Growth Fund
XVII. Money Market Funds
Xxxxxxx Cash Investment Trust
Xxxxxxx Money Market Series: Prime Reserve Shares and
AARP Prime Reserve Class
Xxxxxxx U.S. Treasury Money Fund
RETIREMENT SERIES FUNDS
Xxxxxxx Target 2010 Fund
Xxxxxxx Target 2011 Fund
Xxxxxxx Retirement Fund - Series III
Xxxxxxx Retirement Fund - Series IV
Xxxxxxx Retirement Fund - Series V
Xxxxxxx Retirement Fund - Series VI
Xxxxxxx Retirement Fund - Series VII
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XVIII. Specialty/Sector Funds
Xxxxxxx Health Care Fund
Xxxxxxx Technology Innovations Fund
Xxxxxxx Technology Fund
Xxxxxxx Worldwide 2004 Fund
XIX. Tax Free Funds
Xxxxxxx California Tax-Free Income Fund
Xxxxxxx Florida Tax-Free Income Fund
Xxxxxxx High Yield Tax Free Fund
Xxxxxxx Managed Municipal Bonds
Xxxxxxx Massachusetts Tax Free Fund
Xxxxxxx Medium Term Tax Free Fund
Xxxxxxx New York Tax-Free Income Fund
Xxxxxxx Tax Free Money Fund
XX. U.S. Income Funds
Xxxxxxx GNMA Fund
Xxxxxxx High Yield Bond Fund
Xxxxxxx High Yield Fund
Xxxxxxx Income Fund
Xxxxxxx Short Term Bond Fund
Xxxxxxx Strategic Income Fund
Xxxxxxx U.S. Government Securities Fund
XXI. U.S. Large Cap Equity Funds
Xxxxxxx Balanced Fund
Xxxxxxx Blue Chip Fund
Xxxxxxx Capital Growth Fund
Xxxxxxx Contrarian Fund
Xxxxxxx Dividend & Growth Fund
Xxxxxxx Focus Growth Fund
Xxxxxxx Focus Value Plus Growth
Xxxxxxx Growth Fund
Xxxxxxx Growth and Income Fund
Xxxxxxx Large Company Growth Fund
Xxxxxxx Large Company Value Fund
Xxxxxxx Research Fund
Xxxxxxx Total Return Fund
U.S. SMALL CAP EQUITY FUNDS
Xxxxxxx Aggressive Growth Fund
Xxxxxxx Development Fund
Xxxxxxx Small Capitalization Equity Fund
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Xxxxxxx Small Company Stock Fund
Xxxxxxx Small Cap Value Fund
Xxxxxxx Small Company Value Fund
Xxxxxxx 21st Century Growth Fund
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CLASS ADMINISTRATIVE FEE WAIVERS - PERMANENT
AGGREGATE GROSS PERMANENT
FUND- CLASS ADMIN. RATE WAIVER NET ADMIN. RATE
----------------------------------------------------------------------------------------------
Xxxxxxx CA Tax Free-A 0.175% 0.100% 0.075%
----------------------------------------------------------------------------------------------
Xxxxxxx CA Tax Free-B 0.225% 0.100% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxxx CA Tax Free-C 0.200% 0.025% 0.175%
----------------------------------------------------------------------------------------------
Xxxxxxx FL Tax Free-A 0.175% 0.075% 0.100%
----------------------------------------------------------------------------------------------
Xxxxxxx FL Tax Free-B 0.225% 0.075% 0.150%
----------------------------------------------------------------------------------------------
Xxxxxxx FL Tax Free-C 0.200% 0.075% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxxx Growth-A 0.325% 0.100% 0.225%
----------------------------------------------------------------------------------------------
Xxxxxxx Growth-C 0.350% 0.025% 0.325%
----------------------------------------------------------------------------------------------
Xxxxxxx High Yield-A 0.325% 0.125% 0.200%
----------------------------------------------------------------------------------------------
Xxxxxxx High Yield-B 0.375% 0.100% 0.275%
----------------------------------------------------------------------------------------------
Xxxxxxx High Yield-C 0.350% 0.075% 0.275%
----------------------------------------------------------------------------------------------
Xxxxxxx NY Tax Free-A 0.175% 0.050% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxxx NY Tax Free-B 0.225% 0.050% 0.175%
----------------------------------------------------------------------------------------------
Xxxxxxx NY Tax Free-C 0.200% 0.050% 0.150%
----------------------------------------------------------------------------------------------
Xxxxxxx Small Cap Equity-A 0.475% 0.100% 0.375%
----------------------------------------------------------------------------------------------
Xxxxxxx Small Cap Equity-C 0.500% 0.075% 0.425%
----------------------------------------------------------------------------------------------
Xxxxxxx Strategic Income-C 0.350% 0.150% 0.200%
----------------------------------------------------------------------------------------------
Xxxxxxx Technology-A 0.375% 0.150% 0.225%
----------------------------------------------------------------------------------------------
Xxxxxxx Technology-C 0.400% 0.075% 0.325%
----------------------------------------------------------------------------------------------
Xxxxxxx Total Return-A 0.325% 0.100% 0.225%
----------------------------------------------------------------------------------------------
Xxxxxxx Total Return-C 0.350% 0.050% 0.300%
----------------------------------------------------------------------------------------------
Xxxxxxx US Gov't Securities-A 0.325% 0.125% 0.200%
----------------------------------------------------------------------------------------------
Xxxxxxx US Gov't Securities-B 0.375% 0.125% 0.250%
----------------------------------------------------------------------------------------------
Xxxxxxx US Gov't Securities-C 0.350% 0.175% 0.175%
----------------------------------------------------------------------------------------------
Xxxxxxx Income-A 0.325% 0.025% 0.300%
----------------------------------------------------------------------------------------------
Xxxxxxx Income-B 0.375% 0.075% 0.300%
----------------------------------------------------------------------------------------------
Xxxxxxx Income-C 0.350% 0.150% 0.200%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds-A 0.175% 0.075% 0.100%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds-B 0.225% 0.100% 0.125%
----------------------------------------------------------------------------------------------
Xxxxxxx Managed Municipal Bonds-C 0.200% 0.050% 0.150%
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TEMPORARY/1/ CLASS ADMINISTRATIVE FEE WAIVERS
AGGREGATE PERMANENT TEMPORARY
FUND- CLASS GROSS RATE WAIVER WAIVER NET RATE
--------------------------------------------------------------------------------------------
Xxxxxxx-Xxxxxx High Return-A 0.350% NA 0.007% 0.343%
--------------------------------------------------------------------------------------------
Xxxxxxx Small Cap Equity-A 0.475% 0.100% 0.015% 0.360%
--------------------------------------------------------------------------------------------
Xxxxxxx US Gov't Securities-A 0.325% 0.125% 0.004% 0.196%
--------------------------------------------------------------------------------------------
Xxxxxxx Managed Muni Bonds-A 0.175% 0.075% 0.005% 0.095%
--------------------------------------------------------------------------------------------
Date: For use on or after July 1, 2001.
----------
/1/ The temporary waiver of the Class Administrative Fee for Xxxxxxx-Xxxxxx High
Return Equity Fund, Class A, Xxxxxxx Small Capitalization Equity Fund, Class A,
and Xxxxxxx U.S. Government Securities Fund, Class A, is effective July 1, 2001,
for a one-year period. The temporary waiver of the Class Administrative Fee for
Xxxxxxx Managed Municipal Bonds went into effect December 29, 2000 for a
one-year period.
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