XXXXXX FUNDS TRUST
(Xxxxxx Institutional Money Market Fund)
ADMINISTRATIVE SERVICES CONTRACT
Administrative Services Contract dated as of February 13, 2003 between
XXXXXX FUNDS TRUST, a Massachusetts business trust (the "Trust"), and
XXXXXX INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company
(the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADMINISTRATOR TO FUND.
(a) The Administrator, at its expense, subject always to the control of the
Trustees of the Fund and except for the functions carried out by the
officers and personnel referred to in Section 1(d), will manage, supervise
and conduct the non-investment related affairs and business of the Fund and
matters incidental thereto. In the performance of its duties, the
Administrator will comply with the provisions of the Agreement and
Declaration of Trust and Bylaws of the Fund, and will use its best efforts
to safeguard and promote the welfare of the Fund and to comply with such
policies which the Trustees may from time to time determine and shall
exercise the same care and diligence expected of the Trustees.
(b) The Administrator, at its expense, except as such expense is paid by
the Fund as provided in Section 1(c), will furnish (1) suitable office
space for the Fund and (2) all necessary administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the affairs of the Fund, including determination of
the Fund's net asset value, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(c), the Administrator will pay
the compensation, if any, of certain officers of the Fund carrying out the
administrative duties provided for by this Contract.
(c) The Fund will pay or reimburse the Administrator for the compensation
in whole or in part of such officers of the Fund and persons assisting them
as may be determined from time to time by the Trustees of the Fund. The
Fund will also pay or reimburse the Administrator for all or part of the
cost of suitable office space, utilities, support services and equipment
attributable to such officers and persons, as may be determined in each
case by the Trustees of the Fund. The Fund will pay the fees, if any, of
the Trustees of the Fund.
(d) The Administrator shall not be obligated to pay any expenses of or for
the Fund not expressly assumed by the Administrator pursuant to this
Section 1 other than as provided in Section 3.
(e) Notwithstanding any provision of this Contract, the Administrator will
not pursuant to this Contract at any time provide, or be required to
provide, to the Fund or to any person with respect to the Fund investment
research, advice, or supervision, or in any way advise the Fund or any
person acting on behalf of the Fund as to the value of securities or other
investments or as to the advisability of investing in, purchasing, or
selling securities or other investments.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Fund may be a shareholder, director, officer or employee
of, or be otherwise interested in, the Administrator, and in any person
controlled by or under common control with the Administrator, and that the
Administrator and any person controlled by or under common control with the
Administrator may have an interest in the Fund. It is also understood that
the Administrator and any person controlled by or under common control with
the Administrator have and may have advisory, management, service or other
contracts with other organizations and persons, and may have other
interests and business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE ADMINISTRATOR.
The Fund will pay to the Administrator as compensation for the
Administrator's services rendered, for the facilities furnished and for the
expenses borne by the Administrator pursuant to paragraphs (a), (b), (c)
and (e) of Section 1, a fee computed and paid monthly at the annual rate of
0.10% of the average net asset value of the Fund.
Such average net asset value shall be determined by taking an average of
all of the determinations of such net asset value during such month at the
close of business on each business day during such month while this
Contract is in effect. Such fee shall be payable for each fiscal month
within 15 days after the close of such month and shall commence accruing as
of the date of the initial issuance of shares of the Fund to the public.
In the event that expenses of the Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the
Administrator for such fiscal year shall be reduced by the amount of such
excess by a reduction or refund thereof. In the event that the expenses of
the Fund exceed any expense limitation which the Administrator may, by
written notice to the Fund, voluntarily declare to be effective subject to
such terms and conditions as the Administrator may prescribe in such
notice, the compensation due the Administrator shall be reduced, and, if
necessary, the Administrator shall assume expenses of the Fund, to the
extent required by such expense limitation.
If the Administrator shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be
amended unless such amendment be approved at a meeting by the affirmative
vote of a majority of the Trustees of the Fund and of a majority of the
Trustees of the Fund who are not interested persons of the Fund or of the
Administrator.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not more
than sixty days' nor less than thirty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund and (ii) a majority of the Trustees of
the Fund who are not interested persons of the Fund or of the
Administrator, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall automatically
terminate at the close of business on May 7, 1995 or the expiration of one
year from the effective date of the last such continuance, whichever is
later.
Action by the Fund under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of
the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be without the
payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person", and "assignment" shall have their
respective meanings defined in the Investment Company Act of 1940 and the
Rules and Regulations thereunder, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission under said Act;
the term "specifically approve at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940 and the Rules and
Regulations thereunder; and the term "brokerage and research services"
shall have the meaning given in the Securities Exchange Act of 1934 and the
Rules and Regulations thereunder.
7. NON-LIABILITY OF ADMINISTRATOR.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or reckless disregard of its obligations and
duties hereunder, the Administrator shall not be subject to any 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.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, XXXXXX FUNDS TRUST and XXXXXX INVESTMENT MANAGEMENT,
LLC have each caused this instrument to be signed in duplicate in its
behalf by its President or a Vice President thereunto duly authorized,
all as of the day and year first above written.
XXXXXX FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxxxx X. Silver
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Xxxxxx X. Silver
Senior Managing Director
