ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this First day of
March, 2003, between The Xxx Xxxxxxx Trust, a Delaware Business Trust (the
"Trust"), and Fiduciary Management, Inc., a Wisconsin corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission under the Investment Company Act of 1940 (the "Act") as an open-end
management investment company consisting of one series, the Growth Fund (the
"Fund"); and
WHEREAS, the Trust desires to retain the Administrator to perform the
management-related services set forth in this Agreement for the Fund, and the
Administrator desires to perform such services for the Fund.
NOW, THEREFORE, the Trust and the Administrator do mutually promise and
agree as follows:
1. Employment. The Trust hereby employs the Administrator to be the Fund's
administrator for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such employment for the compensation herein
provided and agrees during such period to render the services and to assume the
obligations herein set forth.
2. Authority and Duties of the Administrator. The Administrator shall
perform the following management-related services for the Fund:
(a) Prepare and maintain the books, accounts and other documents specified
in Rule 31a-1 under the Act, in accordance with the requirements of Rule 31a-1
and Rule 31a-2 under the Act;
(b) Calculate the Fund's net asset value in accordance with the provisions
of the Trust's Articles of Incorporation, the Trust's Bylaws and the Trust's
Registration Statement;
(c) Respond to stockholder inquiries forwarded to it by the Trust;
(d) Prepare the financial statements contained in reports to stockholders
of the Fund;
(e) Prepare reports to and filings with the Securities and Exchange
Commission (other than the Trust's Registration Statement on Form N-1A);
(f) Prepare reports to and filings with state Blue Sky authorities;
(g) Furnish statistical and research data, clerical, accounting and
bookkeeping services and stationery and office supplies; and
(h) Keep and maintain the Fund's financial accounts and records, and
generally assist in all aspects of the Fund's operations to the extent agreed to
by the Administrator and the Trust.
The Administrator shall not act, and shall not be required to act, as an
investment adviser to the Fund and shall not have any authority to supervise the
investment or reinvestment of the cash, securities or other property comprising
the Fund's assets or to determine what securities or other property may be
purchased or sold by the Fund. The Administrator shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
3. Expenses. The Administrator, at its own expense and without
reimbursement from the Trust, shall furnish office space, and all necessary
office facilities, equipment and executive personnel for performing the services
required to be performed by it under this Agreement. The Administrator shall not
be required to pay any expenses of the Fund. The expenses of the Fund's
operations borne by the Fund include by way of illustration and not limitation,
trustees fees paid to those trustees who are not "interested persons" of the
Trust (as defined in the Act), the professional costs of preparing and the costs
of printing registration statements required under the Securities Act of 1933
and the Act (and amendments thereto), the expense of registering its shares with
the Securities and Exchange Commission and in the various states, payments made
pursuant to the Fund's Service and Distribution Plan (pursuant to Rule 12b-1
under the Act), the printing and distribution cost of prospectuses mailed to
existing shareholders, the cost of stock certificates (if any), director and
officer liability insurance, the printing and distribution costs of reports to
stockholders, reports to government authorities and proxy statements, interest
charges, taxes, legal expenses, association membership dues, auditing services,
insurance premiums, brokerage and other expenses connected with the execution of
portfolio securities transactions, fees and expenses of the custodian of the
Fund's assets, printing and mailing expenses and charges and expenses of
dividend disbursing agents, registrars and stock transfer agents.
4. Compensation of the Administrator. For the services to be rendered by
the Administrator hereunder, the Trust through the Fund shall pay to the
Administrator an administration fee, paid monthly, based on the daily net
assets, as determined by valuations made as of the close of business on the last
preceding business day on which the Fund was open for business. The
administration fee shall be 1/12 of 0.2% (0.2% per annum) of the Fund's daily
net assets up to and including Thirty Million Dollars ($30,000,000), 1/12 of
0.10% (0.10% per annum) of the daily net assets of the Fund on the next Thirty
Million Dollars ($30,000,000) and 1/12 of 0.05% (0.05% per annum) of the daily
net assets of the Fund in excess of Sixty Million Dollars ($60,000,000). In no
event shall the aggregate administration fee paid to the Administrator pursuant
to this Section 4 for any full fiscal year be less than Twenty Thousand Dollars
($20,000). For any month in which this Agreement is not in effect for the entire
month, such fee shall be reduced proportionately on the basis of the number of
calendar days during which it is in effect and the fee computed upon the daily
net assets of the business days during which it is so in effect.
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In addition to the above fees, the Fund shall pay to the Administrator
annually a fee of $100 for each state in which shares of the Fund are qualified
for sale, a fee of $80 for each state in which the Fund is registered as an
issuer-dealer and a fee of $50 for each agent registration maintained on behalf
of the Fund, none of which fees shall be reduced if registrations are maintained
for less than an entire fiscal year.
5. Exclusivity. The services of the Administrator to the Fund hereunder are
not to be deemed exclusive and the Administrator shall be free to furnish
similar services to others as long as the services hereunder are not impaired
thereby. During the period that this Agreement is in effect, the Administrator
shall be the Fund's sole administrator.
6. Liability. 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 that may be
sustained in the purchase, holding or sale of any security.
7. Amendments and Termination. This Agreement may be amended by the mutual
consent of the parties. This Agreement may be terminated at any time, without
the payment of any penalty, by the Board of Trustees of the Trust upon the
giving of written notice ninety (90) calendar days in advance to the
Administrator. This Agreement may be terminated by the Administrator at any time
upon the giving of written notice ninety (90) calendar days in advance to the
Trust. Upon termination of this Agreement the Administrator shall deliver to the
Trust all books, accounts and other documents then maintained by it pursuant to
Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be executed on the day first above written.
FIDUCIARY MANAGEMENT, INC. THE XXX XXXXXXX TRUST
(the "Administrator") (the "Trust")
By: By:
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Name: Name: Xxxxx X. Xxxxxxx
-------------------------- President
President
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March 1, 2003
Fiduciary Management, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
Pursuant to Section 2(i) of the Administration Agreement dated __________,
2003, you are hereby authorized to perform the following ministerial services in
connection with the Growth Fund's (the "Fund") investment in commercial paper
master notes and repurchase agreements purchased through U.S. Bank Institutional
Trust & Custody. Prior to 11:30 a.m. on each day the New York Stock Exchange is
open for trading you will review the activity account statement for the Fund for
the previous business day provided to you by U.S. Bank Institutional Trust &
Custody and a list of the securities transactions to be settled by the Fund on
such date. Such list of securities transactions will be compiled by you from
information supplied to you by the Fund's investment adviser.
After reviewing such list and statement you will subtract [the sum obtained
by adding (the purchase price and related commissions and expenses to be paid by
the Fund in connection with all purchases of securities by the Fund to be
settled on such date) to (the amounts to be paid to honor redemption requests,
if any, received by U.S. Bancorp Fund Services, LLC on the previous business
day)] from [the sum obtained by adding (the proceeds to be received from all
sales of securities of the Fund to be settled on such date) to (the amounts
received pursuant to all purchase orders, if any, received by U.S. Bancorp Fund
Services, LLC on the previous business day)].
The Fund's investment adviser has determined that if the result of such
subtraction is a positive number, the remainder shall be invested to the extent
allowed by the Fund's prospectus in the commercial paper master notes or
repurchase agreements then offered by U.S. Bank Institutional Trust & Custody
bearing the highest rates of interest. In the event that one or more commercial
paper master notes bear the same rate of interest, the order of preference in
investing shall be based on the assets of the issuers, with the issuer having
the most assets being given the highest preference. Investments in the
commercial paper master notes of any issuer may not exceed 5% of the Fund's
total assets on the date of purchase.
The Fund's investment adviser has determined that if the result of such
subtractions is a negative number, the deficiency shall be obtained by selling
the commercial paper master notes or repurchase agreement then held by the Fund
bearing the lowest rates of interest. In the event that one or more commercial
paper master notes bear the same rate of interest, the order of preference in
selling shall be the inverse of the order set forth in the preceding paragraph.
You are instructed to notify U.S. Bank Institutional Trust & Custody each
day prior to 11:30 a.m. of the commercial paper master notes or repurchase
agreement to be purchased and sold by the Fund as determined above.
If the amount to be invested exceeds the amount which can be invested as
provided above, you will so inform the Fund's investment adviser who will tell
you how the excess should be invested.
These instructions will remain in effect unless and until you are notified
by the Fund's investment adviser to the contrary.
Very truly yours,
THE XXX XXXXXXX TRUST
By:
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Name:
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Title:
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Accepted and agreed to
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FIDUCIARY MANAGEMENT, INC.
By
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Name:
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Title:
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