ADMINISTRATION AGREEMENT
AGREEMENT made this day of , 1996 by and between X'XXXXXXXXXXX
FUNDS, INC., a Maryland corporation (the "Corporation"), and INVESTMENT COMPANY
ADMINISTRATION CORPORATION, a Delaware Corporation (the "Administrator").
W I T N E S S E T H
WHEREAS, the Corporation is registered as an open-end
management investment company under the Investment Company Act of 1940 (the
"1940 Act"), with shares of common stock organized into separate series as set
forth on Schedule A hereto ("series" or "portfolios"); and
WHEREAS, the Corporation wishes to retain the Administrator to
provide certain administrative services in connection with the management of the
operations of the various portfolios of the Corporation 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 Corporation hereby appoints the
Administrator to provide certain administrative services, hereinafter
enumerated, in connection with the management of the portfolios' 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 Directors of the Corporation;
(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 Corporation and the portfolios.
(C) prepare all required filings necessary to maintain the
Corporation's and portfolios' qualification and/or registration to
sell shares in all states where the Corporation and portfolios
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;
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(E) coordinate the preparation and payment of Corporation
and portfolio related expenses;
(F) conduct relations with, and monitor and oversee the
activities of the Corporation's and the portfolios' 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 portfolios' daily
expense accruals;
(H) maintain and keep such books and records of the
Corporation as required by law or for the proper operation of the
Corporation and its portfolios other than those maintained and kept by
the Corporation's Manager and servicing agents;
(I) provide the Corporation 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
Corporation;
(J) provide the portfolios with office space as well
asadministrative offices and such data processing facilities as are
necessary for the performance of its duties under this Agreement.
(K) monitor each portfolio's compliance with investment
policies and restrictions as set forth in the portfolio'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 Corporation and the Administrator.
3. Responsibility of the Administrator. The Administrator
shall be under no duty to take any action on behalf of the Corporation or the
portfolios 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 Corporation agrees that the
Administrator shall be entitled to rely upon any instructions, oral or written,
actually received by the Administrator from the Board of Directors of the
Corporation and shall incur no liability to the Corporation or the investment
adviser to any portfolio 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 Directors of the Corporation to give oral or
written instructions on behalf of the Corporation or any portfolio.
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5. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Corporation and portfolios and all prior, present or
potential shareholders of any and all portfolios, except after prior
notification to, and approval of release of information in writing by, the
Corporation, which approval shall not be unreasonably withheld 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 Corporation or by a
portfolio.
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, each portfolio of the
Corporation set forth in Schedule A will pay to the Administrator a monthly fee
at the annual rate of 0.10% of the first $100 million of average daily net
assets, 0.05% of the next $100 million of such net assets, and 0.03% of such net
assets over $200 million, with a minimum fee of $40,000 annually per portfolio.
8. Indemnification. The Corporation and portfolios 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 Directors of the Corporation, provided that the Administrator will not
be indemnified against any liability to a portfolio or to shareholders (or any
expenses incident to such liability) arising out of the Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement. The Administrator agrees to indemnify and
hold harmless the Corporation and each of its Directors 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 Corporation on behalf of any portfolio (by resolution
of the Board of Directors) or the Administrator on 60 days' written notice to
the other party. All notices and other communications hereunder shall be in
writing.
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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 Directors of the Corporation.
11. Miscellaneous. This Agreement embodies the entire
agreement and understanding 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 New York and
governed by New York 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.
X'XXXXXXXXXXX FUNDS, INC.
By:________________________________________
Name:
Title:
INVESTMENT COMPANY ADMINISTRATION
CORPORATION
By:________________________________________
Name:
Title:
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Schedule A
Series or Portfolios of X'Xxxxxxxxxxx Funds, Inc.
X'Xxxxxxxxxxx Cornerstone Value Fund
X'Xxxxxxxxxxx Cornerstone Growth Fund
X'Xxxxxxxxxxx Aggressive Growth Fund
X'Xxxxxxxxxxx Dogs of the Market(TM) Fund
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