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EXHIBIT h(2)
CO-ADMINISTRATION AGREEMENT
_________ ___, 1998
Counsellors Funds Service, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Warburg, Xxxxxx European Equity Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland,
confirms its agreement with Counsellors Funds Service, Inc. ("Counsellors
Service") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as amended from time to time (the
"Articles"), in its By-Laws, as amended from time to time (the "By-laws"), in
the Fund's prospectus (the "Prospectus") and Statement of Additional
Information (the "Statement of Additional Information") as in effect from
time to time, and in such manner and to the extent as may from time to time
be approved by the Board of Directors of the Fund. Copies of the Prospectus,
Statement of Additional Information and the Articles and By-laws have been
submitted to Counsellors Service. The Fund employs BEA Associates (the
"Adviser") as its investment adviser and desires to employ and hereby
appoints Counsellors Service as its co-administrator. Counsellors Service
accepts this appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Co-Administrator
Subject to the supervision and direction of the Board of
Directors of the Fund, Counsellors Service will:
(a) assist in supervising all aspects of the Fund's operations,
except those performed by other parties pursuant to written agreements with
the Fund;
(b) provide various shareholder liaison services including, but
not limited to, responding to inquiries of
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shareholders regarding the Fund, providing information on shareholder
investments, assisting shareholders of the Fund in changing dividend options,
account designations and addresses, and other similar services;
(c) provide certain administrative services including, but not
limited to, providing periodic statements showing the account balance of a
Fund shareholder and integrating the statements with those of other
transactions and balances in the shareholder's other accounts serviced by the
Fund's custodian or transfer agent;
(d) supply the Fund with office facilities (which may be
Counsellors Service's own offices), data processing services, clerical,
internal executive and administrative services, and stationery and office
supplies;
(e) furnish corporate secretarial services, including assisting
in the preparation of materials for Board of Directors' meetings and
distributing those materials and preparing minutes of meetings of the Fund's
Board of Directors and any committees thereof and of the Fund's shareholders;
(f) coordinate the preparation of reports to the Fund's
shareholders of record and filings with the Securities and Exchange
Commission (the "SEC") including, but not limited to, proxy statements;
annual, semi-annual and quarterly reports to shareholders; and post-effective
amendments to the Fund's Registration Statement on Form N-1A (the
"Registration Statement");
(g) assist in the preparation of the Fund's tax returns and
assist in other regulatory filings as necessary;
(h) assist the Adviser, at the Adviser's request, in monitoring
and developing compliance procedures for the Fund which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
the Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations; and
(i) act as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
co-administrator and take all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Counsellors
Service shall act in conformity with applicable law, the Articles and
By-laws, and the investment objective, investment policies and other
practices and policies set forth in the Registration Statement, as such
Registration Statement and practices and policies may be amended from time to
time.
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3. Compensation
In consideration of services rendered pursuant to this Agreement,
the Fund will pay Counsellors Service on the first business day of each month
a fee for the previous month at an annual rate of .10% of the Fund's average
daily net assets attributable to Common Shares and Advisor Shares.
Counsellors Service shall provide co-administration services with respect to
the Fund's Institutional Shares without compensation. The fee for the period
from the date the Fund commences its investment operations to the end of the
month during which the Fund commences its investment operations shall be
prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to Counsellors Service, fees shall be calculated
monthly and the value of the Fund's net assets shall be computed at the times
and in the manner specified in the Prospectus and Statement of Additional
Information as from time to time in effect.
4. Expenses
Counsellors Service will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that the
Fund will reimburse Counsellors Service for the out-of-pocket expenses
incurred by it on behalf of the Fund. Such reimbursable expenses shall
include, but not be limited to, postage, telephone, telex and FedEx charges.
Counsellors Service will xxxx the Fund as soon as practicable after the end
of each calendar month for the expenses it is entitled to have reimbursed.
The Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if
any; fees of Directors of the Fund who are not officers, directors, or
employees of the Adviser or Counsellors Service; SEC fees and state blue sky
qualification fees; charges of custodians and transfer and dividend
disbursing agents; certain insurance premiums; outside auditing and legal
expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, costs attributable to investor services, including without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings, and meetings of the officers of the Board of Directors of the
Fund; costs of any pricing services; and any extraordinary expenses.
5. Standard of Care
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Counsellors Service shall exercise its best judgment in rendering
the services listed in paragraph 2 above. Counsellors Service shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates
provided that nothing in this Agreement shall be deemed to protect or purport
to protect Counsellors Service against liability to the Fund or its
shareholders to which Counsellors Service would otherwise be subject by
reason of willful misfeasance, bad faith or negligence on its part in the
performance of its duties or by reason of Counsellors Service's reckless
disregard of its obligations and duties under this Agreement.
6. Term of Agreement
This Agreement shall become effective as of the date the Fund
commences its investment operations and shall continue until April 17, 2000
and shall continue automatically (unless terminated as provided herein) for
successive annual periods ending on April 17th of each year, provided that
such continuance is specifically approved at least annually by the Board of
Directors of the Fund, including a majority of the Board of Directors who are
not "interested persons" (as defined in the Investment Company Act of 1940,
as amended) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable, without penalty, on sixty (60) days' written notice, by the Board
of Directors of the Fund or by vote of holders of a majority of the Fund's
shares, or upon sixty (60) days' written notice, by Counsellors Service.
7. Service to Other Companies or Accounts
The Fund understands that Counsellors Service now acts, will
continue to act and may act in the future as administrator, co-administrator
or administrative services agent to one or more other investment companies,
and the Fund has no objection to Counsellors Service's so acting. The Fund
understands that the persons employed by Counsellors Service to assist in the
performance of Counsellors Service's duties hereunder will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of Counsellors Service or any affiliate
of Counsellors Service to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
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If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed
copy hereof.
Very truly yours,
WARBURG, XXXXXX EUROPEAN EQUITY FUND, INC.
By:
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Name:
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Title:
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Accepted:
COUNSELLORS FUNDS SERVICE, INC.
By:
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Name:
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Title:
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