XXXXXX XXXXXXX ASSET MANAGEMENT INC.
ADMINISTRATION AGREEMENT
Agreement dated as of the 9th day of September, 1996 by and between
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC., a Maryland corporation (the "Fund") and
XXXXXX XXXXXXX ASSET MANAGEMENT INC., a Delaware corporation ("MSAM").
WHEREAS, the Fund has filed a Registration Statement on Form N-1A to
register as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") and to offer and sell shares of its series of stock
(each series, a "Portfolio") under the Securities Act of 1933, as amended (the
"1933 Act");
WHEREAS, the Board of Directors of the Fund may from time to time
designate or classify additional Portfolios and classes of shares of such
Portfolios or redesignate or reclassify existing Portfolios and classes of
shares of such Portfolios and cause the shares of such Portfolios and classes to
be registered under the 1933 Act; and
WHEREAS, the Fund desires to retain MSAM to render certain management,
administrative, transfer agency, dividend disbursing and other services to
certain Portfolios of the Fund, and MSAM is willing to render such services;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Appointment of Administrator
----------------------------
The Fund hereby appoints MSAM to act as administrator to the
Portfolios of the Fund as set forth on SCHEDULE A attached hereto (the "MSAM
Portfolios") for the period and on the terms set forth in this Agreement. In
connection therewith, MSAM accepts such appointment and agrees to render the
services and provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation herein provided. The parties hereto agree that MSAM
may render and provide the services described herein directly or through the
services of third parties. In connection with such appointment, the Fund will
deliver to MSAM copies of each of the following documents and will deliver to it
all future amendments and supplements, if any:
A. A certified copy of the Articles of Incorporation of the Fund as
currently in effect and as supplemented or amended from time to time;
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B. A certified copy of the Fund's By-Laws as currently in effect and
as amended from time to time;
C. A copy of the resolution of the Fund's Board of Directors
authorizing this Agreement;
D. Specimens of all forms of outstanding and new stock certificates
of the MSAM Portfolios, if any, in the forms approved from time to time by the
Board of Directors of the Fund with a certificate of the Secretary of the Fund
as to such approval;
E. The Fund's registration statement on Form N-1A as filed with, and
declared effective by, the U.S. Securities and Exchange Commission, and all
amendments thereto;
F. Each resolution of the Board of Directors of the Fund authorizing
the original issue of its shares of the MSAM Portfolios;
G. Certified copies of the resolutions of the Fund's Board of
Directors authorizing: (1) certain persons to give instructions to the Fund's
Custodian(s) pursuant to the Fund's custody agreements and (2) certain persons
to sign checks and pay expenses on behalf of the Fund.
H. A copy of each of the Fund's investment advisory agreements as
currently in effect and as amended from time to time.
I. A copy of each of the Fund's custody agreements as currently in
effect and as amended from time to time.
J. Such other certificates, documents or opinions which MSAM may, in
its reasonable discretion, deem necessary or appropriate in the proper
performance of its duties hereunder.
2. Representation and Warranties of MSAM
-------------------------------------
MSAM represents and warrants to the Fund that:
A. It is a corporation, duly organized and existing in good standing
under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of New
York.
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C. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform the services contemplated in
this Agreement.
D. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
E. It has and will continue to have and maintain, directly or
through third parties, the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
3. Authorized Shares
-----------------
The Fund certifies to MSAM that (i) the Fund is authorized to issue
the number of shares, par value $0.001 per share, of common stock ("shares"), as
set forth in the Articles of Incorporation of the Fund, as currently in effect
and as supplemented or amended from time to time; (ii) the Board of Directors
has the power to classify or designate or reclassify or redesignate its unissued
shares of stock, from time to time, into one or more series of shares or
Portfolios and each series of shares or Portfolio into one or more classes of
shares; and (iii) the Fund will initially offer shares of more than one
Portfolio.
4. Services Provided by MSAM
-------------------------
MSAM shall discharge, directly or through third parties, the following
responsibilities subject to the control of the Fund's Board of Directors, and in
compliance with the objectives, policies and limitations set forth in the Fund's
registration statement, By-Laws and applicable laws and regulations.
A. General Administration. Under the direction of the Fund's Board
----------------------
of Directors, MSAM shall manage, administer, and conduct all of the general
business activities of the MSAM Portfolios other than those that have been
contracted to third parties by the Fund. MSAM shall, directly or through third
parties, provide the personnel and facilities necessary to perform such general
business activities under the supervision of the Fund's Board of Directors and
executive officers.
B. Accounting. MSAM shall, directly or through third parties,
----------
provide the following accounting services to the MSAM Portfolios:
1) Maintenance of the books and records and accounting controls for
the MSAM Portfolios' assets, including records of all securities
transactions;
3
2) Daily calculation of the net asset value for each of the MSAM
Portfolios;
3) Accounting for dividends and interest received and distributions
made by each of the MSAM Portfolios;
4) Preparation and filing of the MSAM Portfolios' U.S. tax returns
and annual and semi-annual reports on Form N-SAR;
5) The production of transaction data, financial reports and such
other periodic and special reports as the Board of Directors of the
MSAM Portfolios may reasonably request;
6) The preparation of financial statements for the annual and semi-
annual reports and other shareholder communications;
7) Liaison with the MSAM Portfolios' independent public accountants;
8) Monitoring and administration of arrangements with the MSAM
Portfolios' custodian and depository banks; and
9) Maintenance of (but not the payment for) the fidelity bond
required to be maintained under the 1940 Act and preparation of the
filings required in connection therewith.
C. Transfer Agent. The Fund hereby directs MSAM to be responsible
--------------
for the appointment of a transfer agent for the MSAM Portfolios (the "MSAM
Transfer Agent") and MSAM agrees to act in such capacity. In connection with
such appointment, the MSAM Transfer Agent shall:
1) Maintain records showing for each shareholder of the MSAM
Portfolios the following:
a) Name, address and tax identifying number (if applicable);
b) Number of shares of each MSAM Portfolio that is held;
c) Historical information including dividends paid and date and
price of all transactions, including individual purchases and
redemptions; and
d) Any dividend reinvestment order, application, dividend
address and correspondence relating to the current maintenance of
the account.
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2) Record the issuance of shares of each MSAM Portfolio and notify
the Fund in case any proposed issuance of shares by the MSAM
Portfolios shall result in an over-issuance as identified by Section
8-104(2) of the Uniform Commercial Code and in case any issuance would
result in such an over-issuance, shall refuse to countersign and
issue, and/or credit, said shares. Except as specifically agreed in
writing, MSAM and any transfer agent appointed by MSAM shall have no
obligation when countersigning and issuing and/or crediting shares, to
take cognizance of any other laws relating to the issue and sale of
such shares except insofar as policies and procedures of the Stock
Transfer Association recognize such laws.
3) Process all orders for the purchase of shares of each MSAM
Portfolio in accordance with the Fund's current registration
statement. Upon receipt of any check or other payment for purchase of
shares of the MSAM Portfolios from an investor, the MSAM Transfer
Agent will (i) stamp the order with the date of receipt, (ii)
determine the amounts thereof due the MSAM Portfolios, and (iii)
notify the MSAM Portfolios of such determination and deposit, such
notification to be given on a daily basis of the total amounts
determined and deposited to said account during such day. The MSAM
Transfer Agent shall then credit the share account of the investor
with the number of shares to be purchased according to the price of
the MSAM Portfolio's shares in effect for purchases made on the date
such payment is received as set forth in the Fund's then-current
prospectus and shall promptly mail a confirmation of said purchase to
the investor, all subject to any instructions that the Fund may give
to MSAM or the MSAM Transfer Agent with respect to the timing or
manner of acceptance of orders for shares relating to payments so
received by it.
4) Receive and stamp with the date of receipt all requests for
redemptions of shares held in certificate or non-certificate form, and
shall process said redemption requests as follows:
a) If such certificate or redemption request complies with the
applicable standards approved by the Fund, MSAM or the MSAM
Transfer Agent shall on each business day notify the Fund of the
total number of shares presented and covered by such requests
received by MSAM or the MSAM Transfer Agent on such day;
b) On or prior to the seventh calendar day succeeding any such
request for redemption, or such shorter period of time as may be
required by applicable law, MSAM or the MSAM Transfer Agent shall
notify the Custodian, subject to instructions from the Fund, to
transfer monies to
5
such account as designated by MSAM or the MSAM Transfer Agent for
such payment to the redeeming shareholder of the applicable
redemption or repurchase price; and
c) If any such certificate or request for redemption does not
comply with applicable standards, MSAM or the MSAM Transfer Agent
shall promptly notify the investor of such fact, together with
the reason therefore, and shall effect such redemption at the
MSAM Portfolio's price next determined after receipt of documents
complying with said standards or, at such other time as the Fund
shall so direct.
5) Acknowledge all correspondence from shareholders relating to their
share accounts and undertake such other shareholder correspondence as
may from time to time be mutually agreed upon.
6) Process redemptions, exchanges and transfers of MSAM Portfolio
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's then-current
prospectus. MSAM and any transfer agent appointed by MSAM shall be
permitted to act upon the instruction of any person by telephone to
redeem, exchange and/or transfer MSAM Portfolio shares from any
account for which such services have been authorized. In accordance
with SECTION 7 herein, the Fund hereby agrees to indemnify and hold
MSAM and any transfer agent appointed by MSAM harmless against all
losses, costs or expenses, including attorney fees, suffered or
incurred by MSAM and any transfer agent appointed by MSAM directly or
indirectly as a result of (i) taping the telephone conversation of any
shareholder, or (ii) relying on the telephone instructions of any
person acting on behalf of a shareholder account for which telephone
services have been authorized.
D. Recording of Transfer. A transfer agent duly appointed by MSAM
---------------------
is authorized to transfer on the records of the Fund maintained by it, shares
represented by certificates, as well as issued shares held in non-certificate
form, upon the surrender to it of the certificate or in the case of non-
certificated shares, comparable transfer documents in proper form for transfer,
and upon cancellation thereof to countersign and issue new certificates or other
document of ownership for a like amount of stock and to deliver the same
pursuant to the transfer instructions.
E. Stock Certificates. In the event one or more shareholders of any
------------------
MSAM Portfolio requests certificates representing the shares of such shareholder
or shareholders, the Fund shall supply any transfer agent appointed by MSAM with
a sufficient supply of continuous form blank stock certificates for each of the
MSAM Portfolios to meet such requests for
6
certificates. Such blank stock certificates shall be properly signed, manually
or by facsimile, as authorized by the Fund, and shall bear the Fund's seal or
facsimile thereof; and notwithstanding the death, resignation or removal of any
officers of the Fund authorized to sign certificates of stock, the MSAM Transfer
Agent may, until otherwise directed by the Fund or MSAM, continue to countersign
certificates which bear the manual or facsimile signature of such officer.
F. Issue of Share Certificates. If a shareholder of any MSAM
---------------------------
Portfolio requests a certificate representing his shares, the MSAM Transfer
Agent, will countersign and mail by first class mail, a share certificate to the
investor at his address as set forth on the transfer books of the Fund.
G. Returned Checks. In the event that any check or other order for
---------------
the payment of money is returned unpaid for any reason, MSAM or a third party
appointed by MSAM will take such steps, including redepositing said check for
collection or returning said check to the investor, as MSAM or a third party
appointed by MSAM may, at its discretion, deem appropriate, or as the Fund may
instruct.
H. Dividend Tax Reporting and Withholding. MSAM or a third party
--------------------------------------
appointed by MSAM will prepare, file with the U.S. Internal Revenue Service and
mail to shareholders of the MSAM Portfolios such returns for reporting payment
of dividends and distributions as are required by applicable laws to be so filed
and/or mailed and MSAM or a third party appointed by MSAM shall withhold such
sums as are required to be withheld under applicable U.S. Federal income tax
laws, rules and regulations.
I. Proxies. MSAM or a third party appointed by MSAM shall mail
-------
proxy statements, proxy cards and other proxy materials supplied to it by the
Fund and shall receive, examine and tabulate returned proxies. MSAM or a third
party appointed by MSAM shall make interim reports of the status of such
tabulation to the Fund upon request, and shall certify the final results of the
tabulation.
J. Dividend Disbursing. MSAM or a third party appointed by MSAM
-------------------
shall act as Dividend Disbursing Agent for each of the MSAM Portfolios, and, as
such, shall prepare and mail checks or credit income and capital gain payments
to shareholders. The Fund shall advise MSAM or a third party appointed by MSAM
of the declaration of any dividend or distribution and the record and payable
date thereof at least five (5) days prior to the record date. MSAM or a third
party appointed by MSAM shall, on or before the payment date of any such
dividend or distribution, notify the Fund's custodians of the estimated amount
required to pay any portion of said dividend or distribution which is payable in
cash, and on or before the payment date of such distribution, the Fund shall
instruct its custodians to make available to MSAM or a third party appointed by
MSAM sufficient funds for the cash amount to be paid out. If an MSAM Portfolio
shareholder is entitled to receive additional shares by virtue of any such
7
distribution or dividend, appropriate credits will be made to his account and/or
certificates delivered where requested. An MSAM Portfolio shareholder not
electing issuance of certificates will receive a confirmation from MSAM or a
third party appointed by MSAM indicating the number of shares credited to his
account as a result of the reinvested dividend or distribution.
K. Other Information. MSAM shall, directly or through third
-----------------
parties, furnish for the Fund such other information as is required by law,
including but not limited to shareholder lists for the MSAM Portfolios, and such
related statistical information as may be reasonably requested by the Fund.
5. Services To Be Obtained Independently By The Fund
-------------------------------------------------
The following shall be provided to the Fund at no expense to MSAM
hereunder:
A. Organizational expenses;
B. Services of independent accountants;
C. Services of outside legal counsel (including such counsel's
review of the Fund's registration statement, proxy materials and other reports
and materials prepared by MSAM directly or through third parties under this
Agreement);
D. Any services contracted for by the Fund directly from parties
other than MSAM;
E. Trading operations and brokerage fees, commissions and transfer
taxes in connection with the purchase and sale of securities for its investment
portfolio;
F. Taxes, insurance premiums and other fees and expenses applicable
to it operation;
G. Investment advisory services;
H. Costs incidental to any meetings of shareholders including, but
not limited to, legal and accounting fees, proxy filing fees and the
preparation, printing and mailing of any proxy materials;
I. Costs incidental to Directors' meetings, including fees and
expenses of Directors;
8
J. The salary and expenses of any officer or employee of the Fund;
K. Services of the Fund's custodians and depository banks, and all
services related thereto;
L. Costs incidental to the preparation, printing and distribution of
the Fund's registration statement and any amendments thereto, and shareholder
reports;
M. All registration fees and filing fees required under the
securities laws of the United States and state regulatory authorities; and
N. Fidelity bond and Director's and Officers' liability insurance.
6. Prices, Charges and Instructions
--------------------------------
A. The Fund will pay to MSAM, as compensation for the services
provided and the expenses assumed pursuant to this Agreement, as agreed to in a
written fee schedule approved by the parties hereto (see SCHEDULE B). In
addition, MSAM, or third parties providing such services for the benefit of the
Fund through arrangements with MSAM, shall be reimbursed for the cost of any and
all forms, including blank checks and proxies, used by it in communicating with
shareholders of the MSAM Portfolios, or especially prepared for use in
connection with its obligations hereunder, as well as the cost of postage,
telephone, telex and telecopy used in communicating with shareholders of the
MSAM Portfolios and microfilm used each year to record the previous year's
transactions in shareholder accounts and computer tapes used for permanent
storage of records, permanent storage costs for hard copy Fund records and cost
of insertion of materials in mailing envelopes by outside firms. Prior to
ordering any forms in such supply as it estimates will be adequate for more than
two years' use, MSAM or any third party appointed by MSAM shall obtain the
written consent of the Fund. All forms and other supplies as described above
for which MSAM or any third party appointed by MSAM has received reimbursement
from the Fund shall be and remain the property of the Fund until used for the
Fund.
B. At any time MSAM, and third parties providing such services for
the benefit of the Fund through arrangements with MSAM, may apply to any officer
of the Fund or officer of the Fund's investment adviser for instructions, and
may consult with legal counsel for the Fund, or its own outside legal counsel,
at the expense of the Fund, with respect to any matter arising in connection
with the services to be performed by MSAM or any third party appointed by MSAM
under this Agreement and MSAM and such third parties shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in good
faith in reliance upon such instructions. In carrying out its duties hereunder,
MSAM and such third parties shall be
9
protected and indemnified in acting upon any paper or document believed by it to
be genuine and to have been signed by the proper person or persons and shall not
be held to have notice of any change of authority of any person, until receipt
of written notice thereof from the Fund. MSAM shall also be protected and
indemnified, except where a stop order is in effect, in recognizing stock
certificates which MSAM reasonably believes to bear the proper manual or
facsimile signature of the officers of the Fund, and the proper counter-
signatures of any former transfer agent of the Fund.
7. Limitation of Liability and Indemnification
-------------------------------------------
A. MSAM shall be responsible hereunder for the performance of only
such duties as are set forth or contemplated herein or contained in instructions
given to it which are not contrary to this Agreement. MSAM shall have no
liability for any loss or damage resulting from the performance or non-
performance of its duties hereunder unless solely caused by or resulting from
the gross negligence or willful misconduct of MSAM, its officers and employees.
B. The Fund shall indemnify and hold MSAM, and third parties
providing services for the benefit of the Fund through arrangements with MSAM,
harmless from all loss, cost, damage and expense, including reasonable expenses
for counsel, incurred by such person resulting from any claim, demand, action or
proceeding arising out of or based upon the Fund's material breach of this
Agreement or material omission by the Fund in the performance of its duties
hereunder or under such arrangements with MSAM as to which the Fund has received
written notice, or as a result of acting upon any instructions reasonably
believed by any such person to have been executed by a duly authorized officer
of the Fund or of the Fund's investment advisers, provided that this
indemnification shall not apply to any such loss, cost, damage or expense
arising out of or based upon actions or omissions of MSAM, its officers,
employees or agents in cases of its or their own gross negligence or willful
misconduct.
C. The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above, but, if the
Fund elects to assume the defense, such defense shall be conducted by counsel
chosen by the Fund. In the event the Fund elects to assume the defense of any
such suit and retain such counsel, MSAM or any of its affiliated persons or any
third parties providing services for the benefit of the Fund through
arrangements with MSAM, named as defendant or defendants in the suit, may retain
additional counsel but shall bear the fees and expenses of such counsel unless
at such time the Fund specifically authorizes in writing the retaining of such
counsel at the Fund's expense.
D. No provisions of this Agreement shall be deemed to protect MSAM
or any of its directors, officers and/or employees, or any of its affiliated
persons or any third parties
10
providing services for the benefit of the Fund through arrangements with MSAM
against liability to the Fund or its shareholders to which it might otherwise be
subject by reason of any fraud, willful misfeasance or gross negligence in the
performance of its or their' duties or the reckless disregard of its or their
obligations under this Agreement.
8. Confidentiality
---------------
MSAM agrees that, except as otherwise required by law or as necessary
in accordance with this Agreement, MSAM will keep confidential all records and
information in its possession relating to the Fund or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Fund.
9. Compliance With Governmental Rules and Regulations
--------------------------------------------------
The Fund assumes full responsibility hereunder for complying with all
applicable requirements of the 1933 Act, the 1940 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and any laws, rules and
regulations of governmental authorities having jurisdiction, except to the
extent that MSAM specifically assumes any such obligations under the terms of
this Agreement.
MSAM shall, directly or through third parties, maintain and preserve
for the periods prescribed, such records relating to the services to be
performed by MSAM under this Agreement as are required pursuant to the 1940 Act
and the 0000 Xxx. All such records shall at all times remain the property of
the Fund, shall be readily accessible during normal business hours to each party
hereto, and shall be promptly surrendered upon the termination of this Agreement
or otherwise on written request. Records shall be surrendered in usable machine
readable form.
10. Status of MSAM
--------------
The services of MSAM to the Fund are not to be deemed exclusive, and
MSAM shall be free to render similar services to others. MSAM shall be deemed
to be an independent contractor hereunder and shall, unless otherwise expressly
provided herein or authorized by the Fund from time to time, have no authority
to act or represent the Fund in any way or otherwise be deemed an agent of the
Fund with respect to this Agreement.
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11. Printed Matter Concerning the Fund or MSAM
------------------------------------------
Neither the Fund nor MSAM shall, with respect to this Agreement,
publish or circulate any printed matter that contains any reference to the other
party without its prior written approval, excepting such printed matter as
refers in accurate terms to MSAM's appointment under this Agreement and except
as required by applicable laws.
12. Term, Amendment and Termination
-------------------------------
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall remain in effect for
a period of one year from the date the Fund's registration statement on file
with the U.S. Securities and Exchange Commission becomes effective and shall
automatically continue in effect thereafter unless terminated by either party at
the end of such period or thereafter on 60 days' prior written notice to the
other party. Upon termination of the Agreement, the Fund shall pay to MSAM such
compensation as may be due under the terms hereof as of the date of such
termination. If, during the initial one-year period, either of the parties
hereto shall be in default in the performance of any of its duties and
obligations hereunder (the "Defaulting Party"), the other party hereto may give
written notice to the Defaulting Party and if such default shall not have been
remedied within 30 days after such written notice is given, then the party
giving such notice may terminate this Agreement by 90 days' written notice of
such termination to the Defaulting Party, but such termination shall not affect
any rights or obligations of either party arising from or relating to such
default under the terms hereof.
13. Notices
-------
Any notice or other communication authorized or required by this
Agreement to be given to any party mentioned herein shall be sufficiently given
if addressed to such party and mailed postage prepaid or delivered to its
principal office.
14. Non-Assignability
-----------------
This Agreement shall not be assigned by any of the parties hereto
without the prior consent in writing of the other party.
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15. Successors
----------
This Agreement shall be binding on and shall inure to the benefit of
the Fund and MSAM, and their respective successors.
16. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
17. Counterparts
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the day and year first above written.
ATTEST: XXXXXX XXXXXXX
UNIVERSAL FUNDS, INC.
/s/Xxxxxxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxxx
--------------------------- ------------------------------
Name: Name:
Title: Title:
ATTEST: XXXXXX XXXXXXX ASSET
MANAGEMENT INC.
/s/Xxxxxxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxxx
------------------------------- --------------------------------
Name: Name:
Title: Title:
14
SCHEDULE A
TO
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 9, 1996
BY AND BETWEEN
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
AND
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
PORTFOLIOS
----------
1. Money Market Portfolio
2. Growth Portfolio
3. U.S. Real Estate Portfolio
4. Emerging Markets Debt Portfolio
5. Global Equity Portfolio
6. International Magnum Portfolio
7. Emerging Markets Equity Portfolio
8. Asian Equity Portfolio
15
SCHEDULE B
TO
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 9, 1996
BY AND BETWEEN
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
AND
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
FEE SCHEDULE
------------
For the services provided and the expenses assumed pursuant to the attached MSAM
Administration Agreement, Xxxxxx Xxxxxxx Universal Funds, Inc. (the "Fund")
shall pay to Xxxxxx Xxxxxxx Asset Management Inc. an annual fee, in monthly
installments, of .25% of the average daily net assets of each of the Portfolios
of the Fund.
16
SCHEDULE A
AS AMENDED ON JANUARY 20, 1998
TO
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 9, 1996
BY AND BETWEEN
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC.
AND
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
PORTFOLIOS
----------
1. Money Market Portfolio
2. Growth Portfolio
3. U.S. Real Estate Portfolio
4. Emerging Markets Debt Portfolio
5. Global Equity Portfolio
6. International Magnum Portfolio
7. Emerging Markets Equity Portfolio
8. Asian Equity Portfolio
9. Latin American Porftolio
17
