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EXHIBIT 99.2K(1)
ADMINISTRATION AGREEMENT
AGREEMENT made this _____ day of ______________, 1997 by and
between The Xxxxxxxx Global Equity Fund (the "Fund") a Delaware Business trust
(the "Trust"), and INVESTMENT COMPANY ADMINISTRATION CORPORATION, a Delaware
Corporation (the "Administrator").
W I T N E S S E T H
WHEREAS, the Trust is registered as a closed-end management
investment company under the Investment Company Act of 1940 (the "1940 Act"),
and
WHEREAS, the Trust wishes to retain the Administrator to
provide certain administrative services in connection with the management of the
operations of the Fund and the Administrator is willing to furnish such
services:
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Administrator to
provide certain administrative services, hereinafter enumerated, in connection
with the management of the Fund's operations for the period and on the terms set
forth in this Agreement. The Administrator agrees to comply with all relevant
provisions of the 1940 Act, applicable rules and regulations thereunder, and
other applicable law.
2. Services on a Continuing Basis. The Administrator will
perform the following services on a regular basis which would be daily, weekly
or as otherwise appropriate:
(A) prepare and coordinate reports and other
materials to be supplied to the Board of Trustees of the Trust;
(B) prepare and/or supervise the preparation and
filing of all securities filings, periodic financial reports,
prospectuses, statements of additional information, marketing
materials, tax returns, shareholder reports and other regulatory
reports or filings required of the Trust and the Fund.
(C) prepare all required filings necessary to
maintain the Trust's and Fund's qualification and/or registration to
sell shares in all states where the Trust and the Fund currently do, or
intend to do business;
(D) coordinate the preparation, printing and mailing
of all materials (e.g., Annual Reports) required to be sent to
shareholders;
(E) coordinate the preparation and payment of Trust
and Fund related expenses;
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(F) conduct relations with, and monitor and oversee
the activities of the Trust's and the Fund's servicing agents (i.e.,
transfer agent, custodian, fund accounting agent, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, banks and
such other persons in any such other capacity deemed to be necessary or
desirable;
(G) review and adjust as necessary the Fund's daily
expense accruals;
(H) maintain and keep such books and records of the
Trust as required by law or for the proper operation of the Trust and
the Fund other than those maintained and kept by the Trust's Investment
Adviser and servicing agents;
(I) provide the Trust with (i) the services of
persons competent to perform the administrative and clerical functions
described herein, and (ii) personnel to serve as officers of the Trust;
(J) provide the Fund with office space as well as
administrative offices and such data processing facilities as are
necessary for the performance of its duties under this Agreement.
(K) monitor the Fund's compliance with investment
policies and restrictions as set forth in the Fund's currently
effective Prospectus and Statement of Additional Information under the
Securities Act of 1933.
(L) perform such additional services as may be agreed
upon by the Trust and the Administrator.
3. Responsibility of the Administrator. The Administrator
shall be under no duty to take any action on behalf of the Trust or the Fund
except as set forth herein or as may be agreed to by the Administrator in
writing. In the performance of its duties hereunder, the Administrator shall be
obligated to exercise reasonable care and diligence and to act in good faith and
to use its best efforts. Without limiting the generality of the foregoing or any
other provision of this Agreement, the Administrator shall not be liable for
delays or errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. Reliance Upon Instructions. The Trust agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Trustees of the Trust
and shall incur no liability to the Trust or the investment adviser to the Fund
in acting upon such oral or written instructions, provided such instructions
reasonably appear to have been received from a person duly authorized by the
Board of Trustees of the Trust to give oral or written instructions on behalf of
the Trust or the Fund.
5. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and the Fund and all prior, present or
potential shareholders of the Fund, except after prior notification to, and
approval of release of information in writing by, the Trust, which approval
shall not be unreasonably withheld
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where the Administrator may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust or the Fund.
6. Equipment Failures. In the event of equipment failures or
the occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator shall take reasonable steps to minimize service interruptions
and is authorized to engage the services of third parties to prevent or remedy
such service interruptions.
7. Compensation. As compensation for services rendered by the
Administrator during the term of this Agreement, the Trust will cause the Fund
to pay to the Administrator a monthly fee at the annual rate of 0.10% of average
daily net assets, until such time as the Fund converts to an open-end fund at
which time the fee shall be at the annual rate of 0.25% of average daily net
assets.
8. Indemnification. The Trust and the Fund agree to indemnify
and hold harmless the Administrator from all taxes, filing fees, charges,
expenses, assessments, claims and liabilities (including without limitation,
liabilities arising under the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act, and any state and foreign securities laws, all as
amended from time to time) and expenses, including (without limitation)
reasonable attorneys fees and disbursements, reasonably arising directly or
indirectly from any action or thing which the Administrator takes or does or
omits to take or do at the request of or in reliance upon the advice of the
Board of Trustees of the Trust, provided that the Administrator will not be
indemnified against any liability to the Fund or to shareholders (or any
expenses incident to such liability) arising out of the Administrator's own
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties and obligations under this Agreement. The Administrator agrees to
indemnify and hold harmless the Trust and each of its Trustees from all claims
and liabilities (including without limitation, liabilities under the Securities
Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any state
and foreign securities laws, all as amended from time to time) and expenses,
including (without limitation) reasonable attorneys fees and disbursements,
arising directly or indirectly from any action or thing which the Administrator
takes or does or omits to take or do which is in violation of this Agreement or
not in accordance with instructions properly given to the Administrator, or
arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
9. Duration and termination. This Agreement shall continue
until termination by the Trust on behalf of the Fund (by resolution of the Board
of Trustees) or the Administrator on 60 days' written notice to the other party.
All notices and other communications hereunder shall be in writing.
10. Amendments. This Agreement or any part hereof may be
changed or waived only by instrument in writing signed by the party against
which enforcement of such change or waiver is sought, provided such amendment
is specifically approved by the Board of Trustees of the Trust.
11. Miscellaneous. This Agreement embodies the entire
agreement and understanding
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between the parties thereto with respect to the services to be performed
hereunder, and supersedes all prior agreements and understandings, relating to
the subject matter hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in California and governed by
California law. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the date first
written above.
By:________________________________________
Name:
Title:
INVESTMENT COMPANY ADMINISTRATION CORPORATION
By:________________________________________
Name:
Title:
