Exhibit 9(a)
THE XXXXXXX FUNDS
XXXXXX SQUARE MANAGEMENT CORPORATION
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of the 18th day of August, 1995,
between The Xxxxxxx Funds, a Delaware, business trust (the "Trust"), having
its principal place of business in White Plains, New York, and Xxxxxx Square
Management Corporation, a corporation organized under the laws of the State of
Delaware ("Xxxxxx Square"), having its principal place of business in
Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale distinct series of shares of beneficial
interest ("Series"), par value $0.001 per share, each corresponding to a
distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Trust anticipates that it will
establish multiple Series;
WHEREAS, the Trust desires to employ Xxxxxx Square to provide certain
administrative services; and
WHEREAS, Xxxxxx Square is willing to furnish such services to the Trust
with respect to each Series listed on Schedule A to this Agreement (each a
"Fund," and two or more together "Funds") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Xxxxxx Square agree as follows:
1. APPOINTMENT. The Trust hereby appoints and employs Xxxxxx Square as
agent to perform those services described in this Agreement for the Trust such
appointment to take effect at the close of business on the date first written
above. Xxxxxx Square shall act under such appointment and perform the
obligations thereof upon the terms and conditions hereinafter set forth and in
accordance with the principles of principal and agent enunciated by the common
law.
2. DOCUMENTS. The Trust has furnished Xxxxxx Square with copies
properly certified or authenticated of each of the following:
a. The Trust's Certificate of Trust filed with the Secretary of
the State of Delaware on April 3, 1995;
b. The Trust's Agreement and Declaration of Trust and all
amendments thereto and restatements thereof;
ADMIN.RTF
c. The Trust's By-laws and all amendments thereto and restatements
thereof (such By-laws, as presently in effect and as they shall from time to
time be amended or restated, are herein called "By-laws");
d. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Xxxxxx Square to provide certain accounting services to the
Trust and approving this Agreement;
e. The Trust's Notification of Registration filed pursuant to
Section 8(a) of the Investment Company Act as filed with the U.S. Securities
and Exchange Commission (the "SEC") on May 1, 1995;
f. The Trust's most recent Registration Statement on Form N-1A
under the Securities Act of 1933 (the "1933 Act") (File No. 33-91770) and
under the 1940 Act (File No. 811-9038), as filed with the SEC relating to
shares of beneficial interest in the Trust, and all amendments thereto;
g. The Trust's most current Prospectus(es) and Statement(s) of
Additional Information relating to the Fund(s);
h. The executed Trust agreements listed on Schedule B hereto; and
i. If required, a copy of either (i) a filed notice of eligibility
to claim the exclusion from the definition of "commodity pool operator"
contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is
provided in Rule 4.5 under the CEA, together with all supplements as are
required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Trust by the CFTC which states that the
Trust will not be treated as a "pool" as defined in Section 4.10(d) of the
CFTC's General Regulations, or (iii) a letter which has been granted the Trust
by the CFTC which states that CFTC will not take any enforcement action if the
Trust does not register as a "commodity pool operator."
The Trust will xxxxxxx Xxxxxx Square from time to time with copies,
properly certified or authenticated, of all additions, amendments or
supplements to the foregoing, if any.
3. FUND ADMINISTRATION. Subject to the direction and control of the
Board of Trustees of the Trust and to the extent not otherwise the
responsibility of, or provided by, the Trust or other supply agents of the
Trust, Xxxxxx Square shall provide the following administrative services:
a. Supply:
(i) office facilities (which may be in Xxxxxx Square's or
its affiliates' own offices);
(ii) non-investment related statistical and research data;
(iii) executive and administrative services;
(iv) stationery and office supplies at Trust expense;
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(v) corporate secretarial services, such as the preparation
and distribution of materials at Trust expense for
meetings of the Board of Trustees or shareholders and
the preparation of the minutes of such meetings;
(vi) Trustees' and Officers' questionnaires; and
(vii) quarterly reports to the Board of Trustees relating to
payments made pursuant to the 12b-1 plan adopted by the
Trust.
b. Prepare and file, if necessary, reports to shareholders of the
Trust and reports with the SEC, state securities commissions and Blue Sky
authorities including preliminary and definitive proxy materials, post-
effective amendments to the Trust's registration statement, Rule 24f-2
Notices, Form N-SAR filings and prospectus supplements;
c. Monitor the Trust's compliance with the investment restrictions
and limitations imposed by the 1940 Act, and state Blue Sky laws and
applicable regulations thereunder, the fundamental and non-fundamental
investment policies and limitations set forth in the Prospectus and SAI, the
investment restrictions and limitations necessary for each Fund of the Trust
to qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), or any successor
statute, and propose applicable changes to the Trust's compliance manuals when
necessary;
d. Monitor sales of the Trust's shares and ensure that such shares
are properly registered as required with the SEC and applicable state
authorities;
e. Prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions to
shareholders;
f. Prepare financial statements and footnotes and other financial
information with such frequency and in such format as required to be included
in reports to the Board of Trustees, shareholders, and the SEC;
g. Review sales literature and file such with regulatory
authorities, as necessary;
h. Provide information regarding material developments in state
securities regulation; and
i. Provide personnel to serve as officers of the Trust if so
elected by the Board of Trustees.
j. Update and supervise the preparation and printing of
prospectuses.
4. EXPENSES OF THE TRUST. The Trust agrees that it will pay all its
expenses other than those expressly stated to be payable by Xxxxxx Square
hereunder, which expenses payable by the Trust shall include, without
limitation:
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a. Fees payable for investment advisory services provided by the
Trust's investment manager;
b. Fees payable for services provided by the Trust's independent
auditors;
c. Fees payable for accounting services;
d. The cost of obtaining quotations for calculating the value of
the assets of each Fund;
e. Taxes levied against the Trust or any Fund;
f. Brokerage fees, xxxx-ups and commissions in connection with the
purchase and sale of Fund securities;
g. Costs, including the interest expense, of borrowing money;
h. Costs and/or fees incident to holding meetings of the Board of
Trustees and shareholders, preparation (including typesetting and printing
charges) and mailing of prospectuses, reports and proxy materials to the
existing shareholders of the Trust, filing of reports with regulatory bodies,
maintenance of the Trust's corporate existence, and registration of shares
with federal and state securities authorities;
i. Legal fees and expenses;
j. Costs of printing share certificates representing shares of the
Trust;
k. Fees payable to, and expenses of, members of the Board of
Trustees who are not "interested persons" of the Trust;
l. Out-of-pocket expenses incurred in connection with the
provision of administration, custodial and transfer agency services;
m. Premiums payable on the fidelity bond required by Section 17(g)
of the 1940 Act, and any other premiums payable on insurance policies related
to the Trust's business and the investment activities of its Funds;
n. Distribution fees, if any;
o. Service fees, if any, payable by each Fund to the Distributors
or others for providing personal services to the shareholders of each Fund and
for maintaining shareholder accounts for those shareholders;
p. Fees, voluntary assessments and other expenses incurred in
connection with the Trust's membership in investment company organizations;
and
q. Such non-recurring expenses as may arise, including actions,
suits or proceedings to which the Trust is a party and the legal obligation
which the Trust may have to indemnify its Trust and officers with respect
thereto.
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Except as otherwise agreed by Xxxxxx Square, Xxxxxx Square will not
reimburse the Trust for (or have deducted from its fees payable under this
Agreement) any Trust expenses in excess of any expense limitations imposed by
state securities commissions having jurisdiction over the sale of Fund shares.
5. RECORDKEEPING AND OTHER INFORMATION. Xxxxxx Square shall create and
maintain all necessary records in accordance with all applicable laws, rules
and regulations, including, but not limited to, records required by Section
31(a) of the 1940 Act and the rules thereunder, as the same may be amended
from time to time, pertaining to the various functions (described above)
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Trust. All records shall be the property of the
Trust at all times and shall be available for inspection and use by the Trust.
Where applicable, such records shall be maintained by Xxxxxx Square for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. Xxxxxx Square shall make
available during regular business hours all records and other data created and
maintained pursuant to the foregoing provisions of this Agreement for
reasonable audit and inspection by the Trust, any person retained by the Trust
or any regulatory agency having authority over the Trust.
7. APPOINTMENT OF AGENTS. Xxxxxx Square may at any time or times in
its discretion appoint (and may at any time remove) other parties as its agent
to carry out such of the provisions of this Agreement as Xxxxxx Square may
from time to time direct; provided, however, that the appointment of any such
agent shall not relieve Xxxxxx Square of any of its responsibilities or
liabilities hereunder.
8. RIGHT TO RECEIVE ADVICE.
a. Advice of Trust. If Xxxxxx Square shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Trust directions or advice, including oral or written instructions where
appropriate.
b. Advice of Counsel. If Xxxxxx Square shall be in doubt as to
any question of law involved in any action to be taken or omitted by Xxxxxx
Square, it may request advice at its own cost from counsel of its own choosing
(who may be the regularly retained counsel for the Trust or Xxxxxx Square or
the in-house counsel for Xxxxxx Square, at the option of Xxxxxx Square).
c. Conflicting Advice. In case of conflict between directions,
advice or oral or written instructions received by Xxxxxx Square, Xxxxxx
Square shall be entitled to rely on and follow the advice received by written
instructions alone.
d. Protection of Xxxxxx Square. Xxxxxx Square shall be protected
in any action or inaction which it takes in reliance on any directions, advice
or oral or written instructions received pursuant to subsections a or b of
this Section which Xxxxxx Square, after receipt of any such directions, advice
or oral or written instructions, in good faith believes to be consistent with
such directions, advice or oral or written instructions, as the case may be.
However, nothing in this Section shall be construed as imposing upon Xxxxxx
Square any obligation (i) to seek such direction, advice or oral or written
instructions, or (ii) to act in accordance with such directions, advice or
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oral or written instructions when received, unless, under the terms of another
provision of this Agreement, the same is a condition to Xxxxxx Square's
properly taking or omitting to take such action. Nothing in this subsection
shall excuse Xxxxxx Square when an action or omission on the part of Xxxxxx
Square constitutes willful misfeasance, bad faith, negligence or reckless
disregard by Xxxxxx Square of its duties under this Agreement.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as
otherwise provided herein, the Trust assumes full responsibility for ensuring
that the Trust complies with all applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934 (the "1934 Act"), the 1940 Act, the CEA and
any laws, rules and regulations of governmental authorities having
jurisdiction.
10. COMPENSATION. For the performance of its obligations under this
Agreement, the Trust shall pay Xxxxxx Square an administrative fee with
respect to each Fund in accordance with the fee arrangements described in
Schedule A attached hereto, as such schedule may be amended from time to time.
The Trust shall reimburse Xxxxxx Square for all out-of-pocket expenses
incurred by Xxxxxx Square or its agents in the performance of its obligations
hereunder. Such reimbursement for expenses incurred in any calendar month
shall be made on or before the tenth day of the next succeeding month.
The Trust shall approve the payment of all out-of-pocket expenses in any
calendar month by providing Xxxxxx Square with written instructions signed by
any two of the Trust personnel listed on Schedule C, as such schedule may be
amended from time to time.
11. USE OF XXXXXX SQUARE'S NAME. The Trust shall not use the name of
Xxxxxx Square or any of its affiliates in any Prospectus, SAI, sales
literature or other material relating to the Trust in a manner not approved
prior thereto in writing by Xxxxxx Square; provided, however, that Xxxxxx
Square shall approve all uses of its and its affiliates' names that merely
refer in accurate terms to their appointments hereunder or that are required
by the SEC or a state securities commission; and further provided, that in no
event shall such approval be unreasonably withheld.
12. USE OF TRUST'S NAME. Neither Xxxxxx Square nor any of its
affiliates shall use the name of the Trust or any of its Series or material
relating to the Trust or any of its Series on any forms (including any checks,
bank drafts or bank statements) for other than internal use in a manner not
approved prior thereto by the Trust; provided, however, that the Trust shall
approve all uses of its name that merely refer in accurate terms to the
appointment of Xxxxxx Square hereunder or that are required by the SEC or a
state securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
13. LIABILITY OF XXXXXX SQUARE OR AFFILIATES. Xxxxxx Square and its
affiliates shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the matters to which
this Agreement relates, except to the extent of a loss resulting from willful
misfeasance, bad faith, negligence or reckless disregard of their obligations
and duties under this Agreement. Any person, even though also an officer,
director, employee or agent of Xxxxxx Square or any of its affiliates who may
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be or become an officer or director of the Trust, shall be deemed, when
rendering services to the Trust as such officer or acting on any business of
the Trust in such capacity (other than services or business in connection with
Xxxxxx Square's duties under this Agreement), to be rendering such services to
or acting solely for the Trust and not as an officer, director, employee or
agent or one under the control or direction of Xxxxxx Square or any of its
affiliates, even though paid by one of those entities. Xxxxxx Square shall
not be liable or responsible for any acts or omissions of any predecessor
administrator or any other persons having responsibility for matters to which
this Agreement relates nor shall Xxxxxx Square be responsible for reviewing
any such act or omissions. Xxxxxx Square shall, however, be liable for its
own acts and omissions subsequent to assuming responsibility under this
Agreement as herein provided.
14. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless Xxxxxx Square,
its directors, officers, employees, agents and representatives from all taxes,
charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act and any
applicable state and foreign laws, and amendments thereto (the "Securities
Laws"), and expenses, including without limitation reasonable attorneys' fees
and disbursements arising directly or indirectly from any action or omission
to act which Xxxxxx Square takes (i) at the request of or on the direction of
or in reliance on the advice of the Trust or (ii) upon oral or written
instructions. Neither Xxxxxx Square nor any of its nominees shall be
indemnified against any liability (or any expenses incident to such liability)
arising out of Xxxxxx Square's or its directors', officers', employees',
agents' and representatives own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold harmless the Trust
from all taxes, charges, expenses, assessments, claims and liabilities arising
from Xxxxxx Square's obligations pursuant to this Agreement (including,
without limitation, liabilities arising under the Securities Laws, and any
state and foreign securities and blue sky laws, and amendments thereto) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of Xxxxxx Square's or its
directors', officers', employees', agents' and representatives own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
c. In order that the indemnification provisions contained in this
Section 14 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess any claim
or make any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
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15. RESPONSIBILITY OF XXXXXX SQUARE. Xxxxxx Square shall be under no
duty to take any action on behalf of the Trust except as specifically set
herein or as may be specifically agreed to by Xxxxxx Square in writing. In
the performance of its duties hereunder, Xxxxxx Square shall be obligated to
exercise care and diligence and to act in good faith and to use its best
efforts within reasonable limits in performing services provided for under
this Agreement. Xxxxxx Square shall be responsible for its own negligent
failure to perform its duties under this Agreement, but to the extent that
duties, obligations and responsibilities are not expressly set forth in this
Agreement, Xxxxxx Square shall not be liable for any act or omission which
does not constitute willful misfeasance, bad faith or negligence on the part
of Xxxxxx Square or reckless disregard by Xxxxxx Square of such duties,
obligations and responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Xxxxxx Square in
connection with its duties under this Agreement shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (i)
the validity or invalidity or authority or lack thereof of any oral or written
instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which Xxxxxx Square reasonably believes to
be genuine; or (ii) delays or errors or loss of data occurring by reason of
circumstances beyond Xxxxxx Square's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply, which
circumstances Xxxxxx Square shall take minimal actions to minimize loss of
data therefor.
16. DURATION, TERMINATION, ETC. The provisions of this Agreement may
not be changed, waived, discharged or terminated orally, but only by written
instrument that shall make specific reference to this Agreement and that shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
This Agreement shall become effective as of the date first written
above, and unless terminated as provided, shall continue in force for a three
(3) year period from the date of its execution and thereafter from year to
year, provided continuance after the three (3) year period is approved at
least annually by (i) the vote of a majority of the Trustees of the Trust and
(ii) the vote of a majority of those Trustees of the Trust who are not
interested persons of the Trust, and who are not parties to this Agreement or
interested persons of any party, cast in person at a meeting called for the
purpose of voting on the approval. This Agreement may at any time be
terminated on one hundred and twenty (120) days written notice given to Xxxxxx
Square or by Xxxxxx Square by one hundred and twenty (120) days written notice
given to the Trust; provided, however, that the foregoing provisions of this
Agreement may be terminated immediately at any time for cause either by the
Trust or by Xxxxxx Square in the event that such cause shall have remained
unremedied for sixty (60) days or more after receipt of written specification
of such cause. Any such termination shall not affect the rights and
obligations of the parties under Section 13 hereof.
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Upon the termination of this Agreement, the Trust shall pay to Xxxxxx
Square such compensation as may be payable for the period prior to the
effective date of such termination, including reimbursement for any out-of-
pocket expenses reasonably incurred by Xxxxxx Square to such date. In the
event that the Trust designates a successor to any of Xxxxxx Square's
obligations hereunder, Xxxxxx Square shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records and other
data established or maintained by Xxxxxx Square under the foregoing
provisions.
Upon the termination of this Agreement within the initial three (3) year
term by the Trust, the Trust's Board of Trustees or Xxxxxx Square, the party
initiating termination shall pay the other party with respect to each Fund in
accordance with the provisions of liquidated damages described in Schedule A
attached hereto, as such schedule may be amended from time to time.
17. INSURANCE. Upon request Xxxxxx Square shall provide the Trust with
details regarding its insurance coverage, and Xxxxxx Square shall notify the
Trust should any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason or reasons
therefor. Xxxxxx Square shall notify the Trust of any material claims against
it, whether or not they may be covered by insurance and shall notify the Trust
from time to time as may be appropriate of the total outstanding claims made
by Xxxxxx Square under its insurance coverage.
18. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
Xxxxxx Square and the Trust shall regularly consult with each other
regarding Xxxxxx Square's performance of its obligations and its compensation
under the foregoing provisions. In connection therewith, the Trust shall
submit to Xxxxxx Square at a reasonable time in advance of filing with the SEC
copies of any amended or supplemented registration statement of the Trust
(including exhibits) under the 1933 Act, as amended, and the 1940 Act, and, a
reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by the
Trust. Any change in such materials that would require any change in Xxxxxx
Square's obligations under the foregoing provisions shall be subject to the
burdened party's approval, which shall not be unreasonably withheld. In the
event that a change in such documents or in the procedures contained therein
increases the cost to Xxxxxx Square of performing its obligations hereunder by
more than an insubstantial amount, Xxxxxx Square shall be entitled to receive
reasonable compensation therefor.
19. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
20. SEVERABILITY. 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.
21. FURTHER ACTIONS. Each Party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
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22. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
23. SHAREHOLDER LIABILITY. Xxxxxx Square acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Declaration of Trust. Xxxxxx Square agrees that the Trust's
obligations hereunder shall be limited to the Trust, and that Xxxxxx Square
shall have recourse solely against the assets of the Fund with respect to
which the Trust's obligations hereunder relate and shall have no recourse
against the assets of any other Fund or against any shareholder, Trustee,
officer, employee, or agent of the Trust.
24. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
in two counterparts, each of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
THE XXXXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx,
Chairman and President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx,
President
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ADMINISTRATION AGREEMENT
SCHEDULE A
THE XXXXXXX FUNDS
FUND LISTING AND FEE SCHEDULE
FUND LISTING: The Xxxxxxx Financial Alert Fund
FEE SCHEDULE:
For the services Xxxxxx Square provides under the Administration Agreement
attached hereto, The Xxxxxxx Funds (the "Trust") agrees to pay Xxxxxx Square
an administration fee with respect to each Fund listed below equal to the
following calculation based on each Fund's assets:
0.15% of assets from $0 - $50 million plus
0.10% of assets from $50 million - $100 million plus
0.07% of assets from $100 million - $200 million plus
0.05% of assets in excess of $200 million
The administration fee is subject to a minimum fee of $50,000 for initial Fund
of one Series and a $15,000 minimum for each additional Fund. The higher of
the minimums or the calculated group assets fee will apply.
This administration fee shall be payable monthly as soon as practicable after
the last day of each month based on the average of the daily net assets of
each Fund, as determined at the close of business on each day throughout the
month.
Out of pocket expenses shall be reimbursed by the Trust to Xxxxxx Square or
paid directly by the Trust.
LIQUIDATED DAMAGES:
Upon the termination of this Agreement within the initial three (3) year term
by the Trust or the Trust's Board of Trustees, the Trust shall pay to Xxxxxx
Square liquidated damages with respect to each Fund in an amount equal to
three (3) months of base fees as determined in the manner set forth above.
Upon the termination of this Agreement within the initial three (3) year term
by Xxxxxx Square, Xxxxxx Square shall pay the Trust liquidated damages in an
amount equal to $7,500.00 to compensate the Trust for any damages resulting
from such termination, provided, that Xxxxxx Square shall not be liable for
liquidated damages if it pays or has paid the Trust liquidated damages of
$7,500.00 in connection with the termination of any other Xxxxxx Square
agreement including, but not limited to, the Accounting Services Agreement and
Transfer Agency Agreement (collectively, the "Service Agreements"). In the
event Xxxxxx Square terminates this Agreement within the initial three (3)
year term, the Trust shall have the option, from the date of notice of such
termination, to terminate any of the Service Agreements, without incurring
liquidated damages, by providing one hundred and twenty (120) days written
notice to Xxxxxx Square.
A-1
ADMINISTRATION AGREEMENT
SCHEDULE B
THE XXXXXXX FUNDS
TRUST AGREEMENTS SCHEDULE
1. The Investment Management Agreement between The Olstein Funds (the
"Trust"), on behalf of The Olstein Financial Alert Fund (the "Fund"), and
Xxxxxxx & Associates, L.P. (the "Investment Manager"), dated as of August
18, 1995;
2. The Accounting Services Agreement between the Trust and Xxxxxx Square
Management Corporation, a Delaware Corporation ("Xxxxxx Square"), dated
as of August 18, 1995;
3. The Transfer Agency Agreement between the Trust and Xxxxxx Square, dated
as of August 18, 1995;
4. The Custodian Agreement between the Trust and Wilmington Trust Company,
dated as of August 18, 1995;
5. The Special Custody Account Agreement between the Trust, Wilmington Trust
Company, and Bear, Xxxxxx Securities Corp., dated as of August 18, 1995,
to facilitate the Trusts short-selling activities; and
6. The Distribution Agreement among the Trust, the Investment Manager and
Xxxxxx Square Distributors, Inc., dated as of August 18, 1995.
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ADMINISTRATION AGREEMENT
SCHEDULE C
THE XXXXXXX FUNDS
AUTHORIZED PERSONS
The following persons have been duly authorized to authorize the payment of
out-of-pocket expenses on behalf of the above-named Trust provided such
payments are approved by at least two of such authorized persons:
Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
C-1
