Exhibit (h) (2)
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ADMINISTRATIVE SERVICES AGREEMENT
MONY SERIES FUND, INC. AND ENTERPRISE CAPITAL MANAGEMENT, INC.
MONY Series Fund, Inc. ("Fund") and Enterprise Capital Management, Inc
("Enterprise") mutually agree to the arrangements set forth in this Agreement
("Agreement") dated as of December 1, 1999.
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act");
and
WHEREAS the Fund desires to retain Enterprise to render services to the
Fund in the manner and on the terms and conditions set forth herein; and
WHEREAS, the Fund desires that it benefit from the lower administrative
expenses expected to result from the administrative services performed by
Enterprise; and
WHEREAS, Enterprise desires to be compensated for providing such
administrative services to the Fund;
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises set forth herein, the parties agree as follows:
I. SERVICES
A. Administrative Services
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Enterprise shall at its own expense perform administrative
services for the Fund. Such services shall include, without
limitation, (i) supervising all aspects of the Fund's
administrative operation, including coordinating matters
relating to the custodians of securities owned by the Fund,
accountants, attorneys, and other parties performing services
or operational functions for the Fund, (ii) providing
personnel to the Fund to perform necessary administrative
functions, and (iii) providing the Fund with adequate and
appropriate office space, facilities, equipment and related
services necessary for the Fund's operations. Nothing
contained herein shall restrict the Fund's ability to hire its
own employees or to contract for services to be performed by
third parties.
B. Reports
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Enterprise shall at its own expense furnish the Fund with
statistical information and records concerning its
investments, and with such periodic or special reports as the
Fund's Board of Directors may from time to time reasonably
request, or as Enterprise may deem helpful to the Fund in the
administration of its Portfolios. In addition, Enterprise
shall at its own
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expense preserve for the period prescribed by the rules and
regulations of the Securities and Exchange Commission all such
records required to be maintained under such rules and
regulations. Enterprise shall at its own expense furnish
applicable federal and state regulatory authorities with any
information or reports in connection with its services under
this Agreement which such authorities may request. All records
maintained by Enterprise in connection with this Agreement
shall be the property of the Fund and shall be returned to the
Fund upon termination of this Agreement, free from any claims
or retention of rights by Enterprise. Enterprise shall keep
confidential any information obtained pursuant to this
Agreement and shall disclose such information only if the Fund
has authorized such disclosure, or if such disclosure is
expressly required by applicable federal or state regulatory
authorities.
II. ADMINISTRATION EXPENSE PAYMENTS
A. The Fund hereby employs Enterprise to provide administrative
services to the Fund subject to the supervision of the Board
of Directors of the Fund. Enterprise hereby accepts such
employment and agrees during such period, at its own expense,
to render the services and to assume the obligations herein
set forth for the compensation provided for herein.
B. The Fund agrees to pay to Enterprise at the annual rate of 3
basis points (.03%) of the value of the average daily net
assets invested in each of the Portfolios described in
Schedule A. Enterprise shall calculate the payment
contemplated by Section II A. monthly and the Fund will make
such payment to Enterprise, without demand or notice by
Enterprise, reasonably promptly thereafter.
III. TERM
This Agreement shall remain in full force and effect for a period of
one year from the date hereof and shall be automatically renewed
thereafter for successive one-year periods, unless otherwise terminated
in accordance with Section IV hereof.
IV. TERMINATION
A. This Agreement will be terminated upon mutual agreement of the
parties hereto in writing.
B. Either party to this Agreement may, by notice to the other
party delivered at least thirty (30) days in advance, elect to
terminate this Agreement.
V. AMENDMENT
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This Agreement may be amended only upon mutual agreement of the parties
hereto in writing.
VI. NOTICES
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered
A. to the Fund at MONY Series Fund, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Secretary
B. to Enterprise at Enterprise Capital Management, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Secretary
VII. MISCELLANEOUS
A. Successors and Assigns. This Agreement shall be binding upon
the parties hereto and their transferees, successors and
assigns. The benefits of and right to enforce this agreement
shall accrue to the parties and their transferees,
successors and assigns.
B. Assignment. Neither this Agreement nor any of the rights,
obligations or liabilities of either party hereto shall be
assigned without the written consent of the other party.
Such written consent shall not be unreasonably withheld.
C. Intended Beneficiaries. Nothing in this Agreement shall be
construed to give any person or entity other than the
parties hereto any legal or equitable claim, right or
remedy. Rather, this Agreement is intended to be for the
sole and exclusive benefit of the parties hereto.
D. Counterparts. This Agreement may be executed in counterparts,
each which shall be deemed an original but all of which shall
together constitute one and the same instrument.
E. Applicable Law. This Agreement shall be interpreted,
construed, and enforced in accordance with the laws of the
State of New York, without reference to the conflict of law
provision thereof.
F. Severability. If any portion of this Agreement shall be found
to be invalid or unenforceable by a court or tribunal or
regulatory agency of competent jurisdiction, the remainder
shall not be affected thereby, but shall have the
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same force and effect as if the invalid or unenforceable
portion had not been inserted.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
MONY SERIES FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Chairman and President
ENTERPRISE CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxx
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Chairman, President and Chief Executive Officer
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Schedule A
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The following portfolios of MONY Series Fund, Inc. are the "Funds"
referred to in Section II A:
MONY Series Fund, Inc. Money Market Portfolio
MONY Series Fund, Inc. Government Securities Portfolio
MONY Series Fund, Inc. Long Term Bond Portfolio
MONY Series Fund, Inc. Intermediate Term Bond Portfolio
MONY Series Fund, Inc. Diversified Portfolio
MONY Series Fund, Inc. Equity Income Portfolio
MONY Series Fund, Inc. Equity Growth Portfolio
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