Exhibit 8(c)
XXXXXX BROTHERS FUNDS, INC.
ADMINISTRATION AGREEMENT
August 2, 1993
The Boston Company Advisors, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Xxxxxx Brothers Funds, Inc. (the "Company"), a Maryland corporation
organized under the laws of the State of Maryland, confirms its agreement with
The Boston Company Advisors, Inc. ("Boston Advisors") regarding administration
services to be provided by Boston Advisors to each investment fund offered by
the Company or to be offered in the future (individually, a "Fund" and
collectively, the "Funds"). Boston Advisors agrees to provide services upon
the following terms and conditions:
1. Appointment.
The Company desires to employ and hereby appoints Boston Advisors to act
as the administrator of each Fund. Boston Advisors accepts this appointment
and agrees to furnish the services for the compensation set forth below.
2. Services.
(a) As administrator, and subject to the supervision of the Company's
Board of Directors, Boston Advisors will assist in supervising all aspects of
the operations of the Funds, other than those functions which are to be
performed by the other service providers to the Funds. Boston Advisors'
responsibilities include:
(i) Providing the supervision of the operation of an automated data
processing system to process purchase and redemption orders;
(ii) Providing information concerning the Funds to their shareholders
of record; distributing regular written communications to their record
shareholders such as dividend letters and listings of each Fund's portfolio
securities; and handling shareholder inquiries; and
(iii) Supervising the services of employees ("shareholder
representatives") whose principal responsibility and function shall be to
preserve and strengthen the Company's relationships with its shareholders.
(b) Boston Advisors will prepare reports to the Funds' shareholders
and prepare tax returns and reports to and filings with the Securities and
Exchange Commission.
(c) Boston Advisors will compute the respective net asset value per
share of each of the Funds on each business day.
(d) Boston Advisors shall be responsible for the maintenance of the
registration or qualification of the shares of the Funds for sale under state
securities laws. Payment of share registration fees and any fees for
qualifying or continuing the qualification of the Company as a dealer or
broker shall be made by the Company.
(e) Boston Advisors shall provide the services of certain persons who
may be elected as directors or appointed as officers of the Company by the
Board of Directors.
3. Compensation.
In consideration of services rendered pursuant to this Agreement, each
Fund will pay Boston Advisors on the first business day of each month a fee
for the previous month at the annual rate of .20% of the value of such Fund's
average daily net assets. The fee for the period from the date a Fund
commences its investment operations to the end of the month during which the
Fund commences its investment operations will be prorated according to the
proportion that the period bears to the full monthly period. Upon any
termination of this Agreement with respect to a Fund before the end of any
month, the fee for such part of a month will be prorated according to the
proportion that the period bears to the full monthly period and will be
payable upon the date of termination of this Agreement with respect to the
Fund. For the purpose of determining fees payable to Boston Advisors, the
value of a Fund's net assets will be computed at the times and in the manner
specified in the prospectus and/or the statement of additional information
describing the Fund filed with the Securities and Exchange Commission.
4. Expenses.
Boston Advisors will bear all expenses in connection with the
performance of its services under this Agreement. Each Fund will bear certain
other expenses to be incurred in its operation, including, but not limited to:
costs incurred in connection with the Company's organization; investment
advisory and administration fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory compliance;
and the costs associated with maintaining the Company's legal existence; and
the costs of corresponding with shareholders of the Fund.
5. Reduction of Fee.
If in any fiscal year of a Fund, the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Company's investment
advisory agreement relating to the Fund, but excluding interest, taxes,
brokerage fees, and, if permitted by the relevant state securities
commissions, extraordinary expenses or other expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, Boston Advisors
will reduce its fee to the Fund for that excess expense, to the extent
required by state law in the same proportion as its administration fee bears
to the Fund's aggregate fees for investment advice and administration. A fee
reduction pursuant to this paragraph 5, if any, will be estimated, reconciled
and paid on a monthly basis.
6. Standard of Care.
Boston Advisors will exercise its best judgment in rendering the
services listed in paragraph 2 above. Boston Advisors will not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates, except that
nothing in this Agreement may be deemed to protect or purport to protect
Boston Advisors against liability to the Company or to shareholders of the
Fund to which Boston Advisors would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or by reason of Boston Advisors' reckless disregard of its
obligations and duties under this Agreement.
7. Term of Agreement.
(a) This Agreement will become effective with respect to a Fund as of
the date the Fund commences its investment operations and will continue in
effect until terminated in accordance with paragraph 7(b).
(b) This Agreement is terminable with respect to a Fund, without
penalty, on 60 days' written notice, by the Board of Directors of the Company
or by vote of holders of a majority of the Fund's outstanding voting
securities, or upon 90 days' written notice, by Boston Advisors.
8. Service to Other Companies or Accounts.
(a) The Company understands that Boston Advisors now acts, will
continue to act and may act in the future as investment adviser to fiduciary
and other managed accounts, and as investment adviser, sub-investment adviser
and/or administrator to other investment companies, and the Company has no
objection to Boston Advisors so acting, provided that whenever a Fund and one
or more fiduciary and other managed accounts or other investment companies
advised by Boston Advisors have available funds for investment, investments
suitable and appropriate for each will be allocated in accordance with a
formula believed by Boston Advisors to be equitable to each company.
(b) The Company understands that the persons employed by Boston
Advisors to assist in the performance of Boston Advisors' duties under this
Agreement will not devote their full time to such service and nothing
contained in this Agreement will be deemed to limit or restrict the right of
Boston Advisors or any affiliate of Boston Advisors to engage in and devote
time and attention to other businesses or to render services of whatever kind
or nature.
9. Representation by the Company.
The Company represents that a copy of the Amended Articles of
Incorporation are on file with the Secretary of the State of Maryland.
10. Limitation of Liability.
The execution and delivery of this Agreement have been authorized by the
Directors and signed by an authorized officer of the Company. No Fund will be
liable for any claims against any other Fund.
11. Governing Law.
This agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to us the
enclosed copy of this Agreement.
Very truly yours,
XXXXXX BROTHERS FUNDS, INC.
By:/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: President
Accepted:
THE BOSTON COMPANY ADVISORS, INC.
By:/s/ Xxxxx Gallary
Name: Xxxxx Gallary
Title: President
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