XXXXX XXXXX CALIFORNIA MUNICIPAL
BOND FUND II
AMENDED AND RESTATED ADMINISTRATIVE
SERVICES AGREEMENT
AGREEMENT made this 6th day of
August, 2012, between Xxxxx Xxxxx California
Municipal Bond Fund II, a Massachusetts
business trust (the "Fund"), and Xxxxx Xxxxx
Management, a Massachusetts business trust
(the "Administrator").
1. Duties of the Administrator. The
Fund hereby employs the Administrator to act
as administrator for and to administer the
affairs of the Fund, subject to the supervision
of the Trustees of the Fund for the period and
on the terms set forth in this Agreement.
The Administrator hereby accepts such
employment, and agrees to administer the
Fund's business affairs and, in connection
therewith, to furnish for the use of the Fund
office space and all necessary office facilities,
equipment and personnel for administering
the affairs of the Fund. The Administrator
shall also pay the salaries and compensation
of all officers and Trustees of the Fund who
are members of the Administrator's
organization and who render executive and
administrative services to the Fund, and the
salaries and compensation of all other
personnel of the Administrator performing
management and administrative services for
the Fund. The Administrator shall for all
purposes herein be deemed to be an
independent contractor and shall, except as
otherwise expressly provided or authorized,
have no authority to act for or represent the
Fund in any way or otherwise be deemed an
agent of the Fund.
In connection with its responsibilities as
Administrator of the Fund, the Administrator
will:
.. assist in preparing all annual, semi-
annual and other reports required to be sent
to Fund shareholders and/or with the
Securities and Exchange Commission
("SEC"), and arrange for the printing and
dissemination of such reports to
shareholders;
.. prepare and assemble all reports
required to be filed by the Fund with the SEC
on Forms N-SAR, or on such other form as the
SEC may substitute for Form N-SAR, and file
such reports with the SEC;
.. review the provision of services by the
Fund's independent accountants, including,
but not limited to, the preparation by such
firm of audited financial statements of the
Fund and the Fund's federal, state and local
tax returns; and make such reports and
recommendations to the Trustees of the Fund
concerning the performance of the
independent accountants as the Trustees
deem appropriate;
.. arrange for the filing with the
appropriate authorities all required federal,
state and local tax returns;
.. arrange for the dissemination to
shareholders of the Fund's proxy materials,
and oversee the tabulation of proxies by the
Fund's transfer agent or other duly
authorized proxy tabulator;
.. review and supervise the provision of
custodian services to the Fund; and make such
reports and recommendations to the Trustees
concerning the provision of such services as
the Trustees deem appropriate;
.. oversee the valuation of all such
portfolio investments and other assets of the
Fund as may be designated by the Trustees
(subject to any guidelines, directions and
instructions of the Trustees), and review and
supervise the calculation of the net asset
value of the Fund's shares by the custodian;
.. negotiate the terms and conditions
under which transfer agency and dividend
disbursing services will be provided to the
Fund, and the fees to be paid by the Fund in
connection therewith; review and supervise
the provision of transfer agency and dividend
disbursing services to the Fund; and make
such reports and recommendations to the
Trustees concerning the performance of the
Fund's transfer and dividend disbursing
agent as the Trustees deem appropriate;
.. establish the accounting policies of the
Fund; reconcile accounting issues which may
arise with respect to the Fund's operations;
and consult with the Fund's independent
accountants, legal counsel, custodian,
accounting and bookkeeping agents and
transfer and dividend disbursing agent as
necessary in connection therewith;
.. determine the amount of all
distributions (if any) to be paid by the Fund to
its shareholders; prepare and arrange for the
publishing of notices to shareholders
regarding such distributions (if required) and
provide the Fund's transfer and dividend
disbursing agent and custodian with such
information as is required for such parties to
effect the payment of distributions and to
implement the Fund's dividend
reinvestment plan;
.. review the Fund's bills and authorize
payments of such bills by the Fund's
custodian;
.. oversee services provided to the Fund
by external counsel;
.. make recommendations to the
Trustees as to whether the Fund should make
repurchase or tender offers for its own shares;
arrange for the preparation and filing of all
documents required to be filed by the Fund
with the SEC; arrange for the preparation and
dissemination of all appropriate repurchase or
tender offer documents and papers on behalf
of the Fund; and supervise and conduct the
Fund's periodic repurchase or tender offers
for its own shares;
.. monitor any variance between the
market value and net asset value per share,
and periodically report to the Trustees
available actions that may conform such
values;
.. monitor the activities of any
shareholder servicing agent retained by the
Administrator and periodically report to the
Trustees about such activities;
.. arrange for the preparation and filing
of all other reports, forms, registration
statements and documents required to be
filed by the Fund with the SEC, the Financial
Industry Regulatory Authority and any
securities exchange where Fund shares are
listed; and
.. provide other internal legal, auditing,
accounting and administrative services as
ordinarily required in conducting the Fund's
business affairs.
Notwithstanding the foregoing, the
Administrator shall not be deemed to have
assumed any duties with respect to, and shall
not be responsible for, the management of
the Fund's assets or the rendering of
investment advice and supervision with
respect thereto or the distribution of shares
of the Fund, nor shall the Administrator be
deemed to have assumed or have any
responsibility with respect to functions
specifically assumed by any transfer agent,
custodian or shareholder servicing agent of
the Fund.
Sub-Administrators. The Administrator
may employ one or more sub-administrators
from time to time to perform such of the acts
and services of the Administrator and upon
such terms and conditions as may be agreed
upon between the Administrator and such
sub-administrators and approved by the
Trustees of the Fund, all as permitted by the
Investment Company Act of 1940.
2. Compensation of the
Administrator. The Board of Trustees of the
Fund have currently determined that, based
on the current level of compensation payable
to Xxxxx Xxxxx Management by the Fund
under the Fund's present Investment
Advisory Agreement with Xxxxx Xxxxx
Management, the Administrator shall receive
no compensation from the Fund in respect of
the services to be rendered and the facilities
to be provided by the Administrator under
this Agreement. If the Trustees subsequently
determine that the Fund should compensate
the Administrator for such services and
facilities, such compensation shall be set forth
in a new agreement or in an amendment to
this Agreement to be entered into by the
parties hereto.
3. Allocation of Charges and
Expenses. It is understood that the Fund will
pay all its expenses other than those expressly
stated to be payable by the Administrator
hereunder, which expenses payable by the
Fund shall include, without implied limitation:
.. expenses of maintaining the Fund and
continuing its existence;
.. commissions, fees and other expenses
connected with the acquisition and
disposition of securities and other
investments;
.. auditing, accounting and legal
expenses;
.. taxes and interest;
.. governmental fees;
.. expenses of repurchase and
redemption (if any) of shares, including all
expenses incurred in conducting repurchase
and tender offers for the purpose of
repurchasing Fund shares;
.. expenses of registering and qualifying
the Fund and its shares under federal and
state securities laws and of preparing
registration statements and amendments for
such purposes, and fees and expenses of
registering and maintaining registrations of
the Fund under state securities laws;
.. registration of the Fund under the
Investment Company Act of 1940;
.. expenses of reports and notices to
shareholders and of meetings of shareholders
and proxy solicitations therefor;
.. expenses of reports to regulatory
bodies;
.. insurance expenses;
.. association membership dues;
.. fees, expenses and disbursements of
custodians and subcustodians for all services
to the Fund (including without limitation
safekeeping of funds, securities and other
investments, keeping of books and accounts
and determination of net asset values);
.. fees, expenses and disbursements of
transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars
for all services to the Fund;
.. expenses of listing shares with a stock
exchange;
.. any direct charges to shareholders
approved by the Trustees of the Fund;
.. compensation and expenses of
Trustees of the Fund who are not members of
the Administrator's organization;
.. all payments to be made and expenses
to be assumed by the Fund in connection with
the distribution of Fund shares;
.. any pricing and valuation services
employed by the Fund to value its
investments including primary and
comparative valuation services;
.. any investment advisory, sub-advisory
or similar management fee payable by the
Fund;
.. all expenses incurred in connection
with the Fund's use of a line of credit, or
issuing and maintaining preferred shares; and
.. such non-recurring items as may arise,
including expenses incurred in connection
with litigation, proceedings and claims and
the obligation of the Fund to indemnify its
Trustees and officers with respect thereto.
4. Other Interests. It is understood
that Trustees, officers and shareholders of the
Fund are or may be or become interested in
the Administrator as trustees, officers,
employees, shareholders or otherwise and
that trustees, officers, employees and
shareholders of the Administrator are or may
be or become similarly interested in the Fund,
and that the Administrator may be or become
interested in the Fund as a shareholder or
otherwise. It is also understood that trustees,
officers, employees and shareholders of the
Administrator may be or become interested
(as directors, trustees, officers, employees,
shareholders or otherwise) in other
companies or entities (including, without
limitation, other investment companies) that
the Administrator may organize, sponsor or
acquire, or with which it may merge or
consolidate, and which may include the words
"Xxxxx Xxxxx" or any combination thereof
as part of their name, and that the
Administrator or its subsidiaries or affiliates
may enter into advisory or management or
administration agreements or other contracts
or relationship with such other companies or
entities.
5. Limitation of Liability of the
Administrator. The services of the
Administrator to the Fund are not to be
deemed to be exclusive, the Administrator
being free to render services to others and
engage in other business activities. In the
absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of
obligations or duties hereunder on the part of
the Administrator, the Administrator shall not
be subject to liability to the Fund or to any
shareholder of the Fund for any act or
omission in the course of, or connected with,
rendering services hereunder or for any losses
which may be sustained in the acquisition,
holding or disposition of any security or other
investment.
6. Duration and Termination of this
Agreement. This Agreement shall become
effective upon the date of its execution, and,
unless terminated as herein provided, shall
remain in full force and effect through and
including the second anniversary of the
execution of this Agreement and shall
continue in full force and effect indefinitely
thereafter, but only so long as such
continuance after such date is specifically
approved at least annually (i) by the Board of
Trustees of the Fund and (ii) by the vote of a
majority of those Trustees of the Fund who
are not interested persons of the
Administrator or the Fund.
Either party hereto may, at any time on
sixty (60) days' prior written notice to the
other, terminate this Agreement without the
payment of any penalty, by action of the
Trustees of the Fund or the trustee of the
Administrator, as the case may be, and the
Fund may, at any time upon such written
notice to the Administrator, terminate the
Agreement by vote of a majority of the
outstanding voting securities of the Fund.
This Agreement shall terminate automatically
in the event of its assignment.
7. Amendments of the Agreement.
This Agreement may be amended by a writing
signed by both parties hereto, provided that
no amendment to this Agreement shall be
effective until approved (i) by the vote of a
majority of those Trustees of the Fund who
are not interested persons of the
Administrator or the Fund, and (ii) by vote of
the Board of Trustees of the Fund.
8. Limitation of Liability. Each party
expressly acknowledges the provision in the
other party's Agreement and Declaration of
Trust limiting the personal liability of trustees,
officers and shareholders, and each party
hereby agrees that it shall only have recourse
to the assets of the other party for payment
of claims or obligations arising out of this
Agreement and shall not seek satisfaction
from the Trustees, officers or shareholders of
the other party.
9. Use of the Name "Xxxxx
Xxxxx." The Administrator hereby consents
to the use by the Fund of the name "Xxxxx
Xxxxx" as part of the Fund's name;
provided, however, that such consent shall be
conditioned upon the employment of the
Administrator or one of its affiliates as the
administrator of the Fund. The name "Xxxxx
Xxxxx" or any variation thereof may be used
from time to time in other connections and
for other purposes by the Administrator and
its affiliates and other investment companies
that have obtained consent to the use of the
name "Xxxxx Xxxxx." The Administrator
shall have the right to require the Fund to
cease using the name "Xxxxx Xxxxx" as part
of the Fund's name if the Fund ceases, for
any reason, to employ the Administrator or
one of its affiliates as the Fund's
administrator. Future names adopted by the
Fund for itself, insofar as such names include
identifying words requiring the consent of the
Administrator, shall be the property of the
Administrator and shall be subject to the
same terms and conditions.
10. Certain Definitions. The terms
"assignment" and "interested persons"
when used herein shall have the respective
meanings specified in the Investment
Company Act of 1940 as now in effect or as
hereafter amended subject, however, to such
exemptions as may be granted by the
Securities and Exchange Commission by any
rule, regulation or order. The term "vote of
a majority of the outstanding voting
securities" shall mean the vote of the lesser
of (a) 67 per centum or more of the shares of
the Fund present or represented by proxy at
the meeting if the holders of more than 50
per centum of the outstanding shares of the
Fund are present or represented by proxy at
the meeting, or (b) more than 50 per centum
of the outstanding shares of the Fund.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be
executed on the day and year first above
written.
XXXXX XXXXX CALIFORNIA MUNICIPAL
XXXXX XXXXX MANAGEMENT
BOND FUND II
By: /s/ Xxxxxxx Xxxxxxxx
By: /s/ Xxxxxxx X. Gemma
Xxxxxxx Xxxxxxxx
Xxxxxxx X. Gemma
Treasurer
Vice President
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