ADMINISTRATIVE SERVICES CONTRACT
DELAFIELD FUND, INC.
the "Fund"
New York, New York
October 1, 1994
Xxxxx & Xxxx Asset Management L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
On July 22, 1994, New England Investment Companies, L.P.
("NEIC") became the limited partner and owner of a 99.5% interest in a newly
created limited partnership, Xxxxx & Xxxx Asset Management L.P., a registered
investment adviser under the Investment Advisers Act of 1940. Xxxxx & Xxxx Asset
Management, Inc. ( wholly-owned subsidiary of NEIC) is the general partner and
owner of the remaining .5% interest of Xxxxx & Xxxx Asset Management X.X. Xxxxx
& Xxxx Asset Management L.P. has succeeded NEIC as the Manager of the Fund (the
"Manager"). This transaction does not result in an "assignment" of the
Investment Management Contract with NEIC under the Investment Company Act of
1940, as amended, since there is no change in actual control or management of
the Manager caused by this event.
The Board of Directors has approved the re-execution of the
Administrative Services Contract with the Manager. The re-executed
Administrative Services Contract contains the same terms and conditions
governing the Manager's responsibilities as the previous Administrative Services
Contract except for the dates of execution and the identity of the Manager.
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type, and in accordance with the
limitations, specified in our Articles of Incorporation, By-Laws and
Registration Statement filed with the Securities and Exchange Commission under
the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of
1933, including the Prospectus forming a part thereof (the "Registration
Statement"), all as from time to time in effect, and in such manner and to such
extent as may from time to time be authorized by our Board of Directors. We
enclose copies of the documents listed above and will furnish you such
amendments
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thereto as may be made from time to time.
2. a. We hereby employ you as our administrator (the
"Administrator") to provide all management and administrative services
reasonably necessary for our operation, other than those services you provide to
us pursuant to the Investment Management Contract. The services to be provided
by you shall include but not be limited to those enumerated on Exhibit A hereto.
The personnel providing these services may be your employees or employees of
your affiliates or of other organizations. You shall make periodic reports to
the Fund's Board of Directors in the performance of your obligations under this
Agreement and the execution of your duties hereunder is subject to the general
control of the Board of Directors.
b. It is understood that you will from time to time
employ, subcontract with or otherwise associate with yourself, entirely at
your expense, such persons as you believe to be particularly fitted to assist
you in the execution of your duties hereunder. While this agreement is in
effect, you or persons affiliated with you, other than us ("your affiliates"),
will provide persons satisfactory to our Board of Directors to be elected or
appointed officers or employees of our corporation. There shall be a president,
a secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.
c. You or your affiliates will also provide persons,
who may be our officers, to (i) supervise the performance of bookkeeping and
related services and calculation of net asset value and yield by our bookkeeping
agent, (ii) prepare reports to and the filings with regulatory authorities, and
(iii) perform such clerical, other office and shareholder services for us as we
may from time to time request of you. Such personnel may be your employees or
employees of your affiliates or of other organizations. Notwithstanding the
preceding, you shall not be required to perform any accounting services not
expressly provided for herein. We will pay to you the cost of such personnel for
rendering such services to us at such rates as shall from time to time be agreed
upon between us, provided that we shall not bear or pay any costs in respect of
any services performed for us by officers of Xxxxx & Xxxx Asset Management,
Inc., your general partner, or officers of your affiliates.
d. You or your affiliates will also furnish us such
administrative and management supervision and assistance and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. We will reimburse you for all of our operating costs incurred by you
(in
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addition to the personnel reimbursement described in the preceding
subparagraph (c)), including rent, depreciation of equipment and facilities,
interest and amortization of loans financing equipment used by us and all the
expenses incurred by you to conduct our affairs. The amounts of such
reimbursements shall from time to time be agreed upon between us. You or your
affiliates will also pay the expenses of promoting the sale of our shares (other
than the costs of preparing, printing and filing our Registration Statement,
printing copies of the prospectus contained therein and complying with other
applicable regulatory requirements), except to the extent that we are permitted
to bear such expenses under a plan adopted pursuant to Rule 12b-1 under the 1940
Act or a similar rule.
3. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our security
holders by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
4. In consideration of the foregoing we will pay you an annual
fee of .20% of the Fund's average daily net assets. Your fee will be accrued by
us daily, and will be payable on the last day of each calendar month for
services performed hereunder during that month or on such other schedule as we
may agree in writing. You may use any portion of this fee for distribution of
our shares, or for making payments to organizations whose customers or clients
are our stockholders. You may waive your right to any fee to which you are
entitled hereunder, provided such waiver is delivered to us in writing.
5. This Agreement will become effective on the date hereof and
shall continue in effect until , 199_ and thereafter for successive twelve-month
periods (computed from each ), provided that such continuation is specifically
approved at least annually by our Board of Directors and by a majority of those
of our directors who are neither party to this Agreement nor, other than by
their service as directors of the corporation, interested persons, as defined in
the 1940 Act, of any such person who is party to this Agreement. This Agreement
may be terminated at any time, without the payment of any penalty, (i) by vote
of a majority of our outstanding voting securities, as defined in the 1940 Act,
or (ii) by a vote of a majority of our entire Board of Directors, on sixty days'
written notice to you, or (iii) by you on sixty days' written notice to us.
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6. This Agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission.
7. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
8. This Agreement shall be construed in accordance with the laws
of the State of New York and the applicable provisions of the 1940
Act.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed
copy hereof.
Very truly yours,
DELAFIELD FUND, INC.
By:______________________
ACCEPTED: October 1, 1994
XXXXX & XXXX ASSET MANAGEMENT L.P.
By: XXXXX & XXXX ASSET MANAGEMENT, INC., General Partner
By: _________________________________
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Exhibit A
Administration Services To Be Performed
By New England Investment Companies L.P.
Administration Services
1. In conjunction with Fund counsel, prepare and file all
Post-Effective Amendments to the Registration Statement, all
state and federal tax returns and all other required
regulatory filings.
2. In conjunction with Fund counsel, prepare and file all Blue
Sky filings, reports and renewals.
3. Coordinate, but not pay for, required Fidelity Bond and
Directors and Officers Insurance (if any) and monitor their
compliance with Investment Company Act.
4. Coordinate the preparation and distribution of all materials
for Directors, including the agenda for meetings and all
exhibits thereto, and actual and projected quarterly
summaries.
5. Coordinate the activities of the Fund's Manager, Custodian,
Legal Counsel and Independent Accountants.
6. Prepare and file all periodic reports to shareholders and
proxies and provide support for shareholder meetings.
7. Monitor daily and periodic compliance with respect to all
requirements and restrictions of the Investment Company Act,
the Internal Revenue Code and the Prospectus.
8. Monitor daily the Fund's bookkeeping services agent's
calculation of all income and expense accruals, sales and
redemptions of capital shares outstanding.
9. Evaluate expenses, project future expenses, and process
payments of expenses.
10. Monitor and evaluate performance of accounting and accounting
related services by Fund's bookkeeping services agent. Nothing
herein shall be construed to require you to perform any
accounting services not expressly provided for in this
Agreement.
