XXXXX XXXXX PENNSYLVANIA MUNICIPAL BOND FUND
AMENDED AND RESTATED ADMINISTRATIVE SERVICES
AGREEMENT
AGREEMENT made this 6th day of August, 2012,
between Xxxxx Xxxxx Pennsylvania Municipal Bond
Fund, 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 PENNSYLVANIA MUNICIPAL
XXXXX XXXXX MANAGEMENT
BOND FUND
By: /s/ Xxxxxxx Xxxxxxxx By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx Xxxxxxxx
Xxxxxxx X. Gemma
Treasurer
Vice President
12
021_0054
021_0054
