SUB-ADMINISTRATOR AGREEMENT
This Sub-Administrator Agreement is made as of this 7th day of
July, 1995 between First Union Funds, a Massachusetts business trust (herein
called the "Trust"), and Xxxxxx Xxxx Incorporated, a New York corporation
(herein called "Xxxxxx").
WHEREAS, the Trust is a Massachusetts business trust
consisting of one or more portfolios which operates as an open-end management
investment company and is so registered under the Investment Company Act of
1940; and
WHEREAS, the Trust has appointed Evergreen Asset Management
Corp. ("EAMC") as administrator to the Trust and desires to retain Xxxxxx as its
Sub-Administrator to provide it with certain additional administrative services
not provided for under its arrangement with EAMC ("Sub-Administrative
Services"), and Xxxxxx is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Sub-Administrator. The Trust hereby appoints Xxxxxx
as Sub-Administrator of the Trust and each of its portfolios on the terms and
conditions set forth in this Agreement; and Xxxxxx hereby accepts such
appointment and agrees to perform the services and duties set forth in Section 2
of this Agreement in consideration of the compensation provided for in Section 4
hereof.
2. Services and Duties. As Sub-Administrator, and subject to the
supervision and control of the Trustees of the Trust, Xxxxxx will hereafter
provide facilities, equipment and personnel to carry out the following
Sub-Administrative services to assist in the operation of the business and
affairs of the Trust and each of its portfolios:
(a) provide individuals reasonably acceptable to the Trustees of the
Trust for nomination, appointment or election as officers of the Trust
and who will be responsible for the management of certain of the
Trust's affairs as determined from time to time by the Trustees;
(b) review filings with the Securities and Exchange Commission and
state securities authorities that have been prepared on behalf of the
Trust by the administrator and take such actions as may be reasonably
requested by the administrator to effect such filings;
(c) verify, authorize and transmit to the Trust's Custodian, Transfer
Agent and Dividend Disbursing Agent all necessary instructions for the
disbursement of cash, issuance of shares, tender and receipt of
portfolio securities, payment of expenses and payment of dividends; and
(d) advise the Trust and its Trustees on matters concerning the Trust
and its affairs.
Xxxxxx may, in addition, agree in writing to perform additional
Sub-Administrative Services for the Trust. Sub-Administrative Services shall not
include any duties, functions, or services to be performed for the Trust by the
Trust's investment adviser, administrator, distributor, custodian or transfer
agent pursuant to their agreements with the Trust.
3. Expenses. Xxxxxx shall be responsible for expenses incurred in
providing office space, equipment and personnel as may be necessary or
convenient to provide the Sub-Administrative Services to the Trust. The Trust
shall be responsible for all other expenses incurred by Xxxxxx on behalf of the
Trust, including without limitation postage and courier expenses, printing
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, insurance premiums, fees payable to Trustees who are not
Xxxxxx employees, and trade association dues.
4. Compensation. For the Sub-Administrative Services provided, the
Trust hereby agrees to pay and Xxxxxx hereby agrees to accept as full
compensation for its services rendered hereunder a sub-administrative fee,
calculated daily and payable monthly at an annual rate determined in accordance
with the table below.
Aggregate Daily Net Assets of
Sub-Administrative Funds Administered by EAMC
Fee as a % of For Which EAMC or First Union
Average Annual National Bank of North Carolina
Daily Net Assets Serve as Investment Adviser
.0100% on the first $7 billion
.0075% on the next $3 billion
.0050% on the next $15 billion
.0040% on assets in excess of $25 billion
Each portfolio of the Trust shall pay a portion of the sub-administrative fee
equal to the rate determined above times that portfolio's average annual daily
net assets.
5. Responsibility of Sub-Administrator. Xxxxxx 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 a loss
resulting from wilful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Xxxxxx shall be entitled to rely on
and may act upon advice of counsel (who may be counsel for the Trust) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. Any person, even though also an officer,
director, partner, employee or agent of Xxxxxx, who may be or become an officer,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with the duties of Xxxxxx hereunder) to be
rendering such services to or acting solely for the Trust and not as an officer,
director, partner, employee or agent or one under the control or direction of
Xxxxxx even though paid by Xxxxxx.
6. Duration and Termination.
(a) This Agreement shall be in effect until July____, 1997, and shall
continue in effect from year to year thereafter, provided it is approved, at
least annually, by a vote of a majority of Trustees of the Trust, including a
majority of the disinterested Trustees.
(b) This Agreement may be terminated at any time, without payment of
any penalty, on sixty (60) day's prior written notice by a vote of a majority of
the Trust's Trustees or by Xxxxxx.
7. Amendment. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. Notices. Notices of any kind to be given to the Trust hereunder by Xxxxxx
shall be in writing and shall be duly given if delivered to the Trust and to its
investment adviser at the following address: First Union National Bank of North
Carolina, Xxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000. Notices of any kind to be
given to Xxxxxx hereunder by the Trust shall be in writing and shall be duly
given if delivered to Xxxxxx at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel.
9. Limitation of Liability. Xxxxxx is hereby expressly put on notice of the
limitation of liability as set forth in Article IX of the Declaration of Trust
and agrees that the obligations pursuant to this Agreement of a particular
portfolio and of the Trust with respect to that particular portfolio be limited
solely to the assets of that particular portfolio, and Xxxxxx shall not seek
satisfaction of any such obligation from the assets of any other portfolio, the
shareholders of any portfolio, the Trustees, officers, employees or agents of
the Trust, or any of them.
10. Miscellaneous. 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. If any provison of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Subject to the provisions of Section 5 hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by New York law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
FIRST UNION FUNDS
By____________________
Its:____________________
Attest:_________________
Its:____________________
XXXXXX XXXX INCORPORATED
By_________________________________________
Its:_______________________________________
Attest:________________________
Its:___________________________
