XXXXX XXXXXX INVESTMENT TRUST -
XXXXX XXXXXX S&P 500 INDEX FUND
ADMINISTRATION AGREEMENT
December __, 1997
Xxxxx Xxxxxx Mutual Funds Management Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxx Xxxxxx Investment Trust, a business trust organized under the laws
of the Commonwealth of Massachusetts, confirms its agreement with Xxxxx Xxxxxx
Mutual Funds Management Inc. ("SBMFM") and its sub-trust, Xxxxx Xxxxxx S&P
500 Index Fund (the "Fund") 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 Master Trust Agreement, as amended from time to time (the "Master Trust
Agreement"), in its Prospectus(es) and Statement(s) of Additional Information
as from time to time in effect and in such manner and to such extent as may
from time to time be approved by the Board of Trustees of the Fund (the
"Board"). Copies of the Fund's Prospectus, Statement of Additional
Information and Master Trust Agreement have been or will be submitted to
SBMFM. Travelers Investment Management Company ("TIMCO"), a wholly owned
subsidiary of Xxxxx Xxxxxx Holdings Inc., serves as the Fund's investment
adviser, and the Fund desires to employ and hereby appoints SBMFM to act as
its administrator. SBMFM accepts this appointment and agrees to furnish the
services to the Fund for the compensation set forth below. SBMFM is hereby
authorized to retain third parties and is hereby authorized to delegate some
or all of its duties and obligations hereunder to such persons provided that
such persons shall remain under the general supervision of SBMFM.
2. Services as Administrator
Subject to the supervision and direction of the Board, SBMFM will: (a)
assist in supervising all aspects of the Fund's operations except those
performed by the Fund's investment adviser under its investment advisory
agreement; (b) supply the Fund with office facilities (which may be in SBMFM's
own offices), statistical and research data, data processing services,
clerical, accounting and bookkeeping services, including, but not limited to,
the calculation of (i) the net asset value of shares of the Fund, (ii)
applicable contingent deferred sales charges and similar fees and charges and
(iii) distribution fees, internal auditing and legal services, internal
executive and administrative services, and stationary and office supplies; and
(c) prepare reports to shareholders of the Fund, tax returns and reports to
and filings with the Securities and Exchange Commission (the "SEC") and state
blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to this Agreement, the
Fund will pay SBMFM on the first business day of each month a fee for the
previous month at an annual rate of 0.10 of 1.00% of the Fund's average daily
net assets. The fee for the period from the date the Fund's initial
registration statement is declared effective by the SEC to the end of the
month during which the initial registration statement is declared effective
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 SBMFM, the value of the Fund's net assets shall be
computed at the times and in the manner specified in the Fund's Prospectus and
Statement of Additional Information as from time to time in effect.
4. Expenses
SBMFM will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any; fees of the members of the Board of the Fund who are not
officers, directors or employees of SBMFM or its affiliates or any person who
is an affiliate of any person to whom duties may be delegated hereunder; SEC
fees and state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; the Fund's and Board members' proportionate
share of insurance premiums, professional association dues and/or assessments;
outside auditing and legal expenses; costs of maintaining the Fund's
existence; 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 of the officers or Board and any extraordinary expenses. In
addition, the Fund will pay all distribution fees pursuant to a Distribution
Plan adopted under Rule 12b-1 of the Investment Company Act of 1940, as
amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to this Agreement and the Fund's investment advisory agreement (s),
but excluding distribution fees, interest, taxes, brokerage and, if permitted
by state securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, SBMFM will
reimburse the Fund for that excess expense to the extent required by state law
in the same proportion as its respective fees bear to the combined fees for
investment advice and administration. The expense reimbursement obligation of
SBMFM will be limited to the amount of its fees hereunder. Such expense
reimbursement, if any, will be estimated, reconciled and paid on a monthly
basis.
6. Standard of Care
SBMFM shall exercise its best judgment in rendering the services listed
in paragraph 2 above, and SBMFM 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 herein shall be
deemed to protect or purport to protect SBMFM against liability to the Fund or
to its shareholders to which SBMFM would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of SBMFM's reckless disregard of its
obligations and duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually
by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBMFM now acts, will continue to act and may
act in the future as administrator to one or more other investment companies,
and the Fund has no objection to SBMFM so acting. In addition, the Fund
understands that the persons employed by SBMFM or its affiliates to assist in
the performance of its duties hereunder will not devote their full time to
such service and nothing contained herein shall be deemed to limit or restrict
the right of SBMFM or its affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
9. Indemnification
The Fund agrees to indemnify SBMFM and its officers, directors,
employees, affiliates, controlling persons, agents (including persons to whom
responsibilities are delegated hereunder) ("indemnitees") against any loss,
claim, expense or cost of any kind (including reasonable attorney's fees)
resulting or arising in connection with this Agreement or from the performance
or failure to perform any act hereunder, provided that no such indemnification
shall be available if the indemnitee violated the standard of care in
paragraph 6 above. This indemnification shall be limited by the 1940 Act, and
relevant state law. Each indemnitee shall be entitled to advancement of its
expenses in accordance with the requirements of the 1940 Act and the rules,
regulations and interpretations thereof as in effect from time to time.
10. Limitation of Liability
The Fund, SBMFM and TIMCO agree that the obligations of the Fund under
this Agreement shall not be binding upon any of the Board members,
shareholders, nominees, officers, employees or agents, whether past, present
or future, of the Fund individually, but are binding only upon the assets and
property of the Fund, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement has been duly authorized by the Fund
and SBMFM and signed by an authorized officer of each, acting as such.
Neither the authorization by the Board members of the Fund, nor the execution
and delivery by an officer of the Fund shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the assets and property of the Fund as provided in the
Master Trust Agreement.
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,
Xxxxx Xxxxxx Investment Trust,
on behalf of
Xxxxx Xxxxxx S&P 500 Index Fund
By: ____________________________
Name: Xxxxx X. XxXxxxxx
Title: Chairman of the Board
Accepted:
Xxxxx Xxxxxx Mutual Funds Management Inc.
By: __________________________
Name:
Title:
SLIT\MISC\S&PADMIN.DOC
