ADMINISTRATION AGREEMENT
AGREEMENT made as of January 17, 2001, by and between XXXXXXX XXXXX LARGE
CAP SERIES FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of
itself and each of its series listed on Exhibit A (each, a "Fund," and together,
the "Funds") and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership
(the "Administrator").
WITNESSETH:
WHEREAS, the Board of Directors of the Corporation (the "Directors") is
authorized to establish separate series relating to separate portfolios of
securities; and
WHEREAS, the Directors have established the Funds as the Corporation's
individual series; and
WHEREAS, the Corporation is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Corporation desires to retain the Administrator to provide
management and administrative services to the Corporation in the manner and on
the terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Corporation on the terms and conditions hereafter
set forth; and
WHEREAS, the Corporation is one of the "feeder" funds for and invests all
of its assets in MASTER LARGE CAP SERIES TRUST, which serves as the "master"
portfolio and has the same investment objective and policies as the Corporation;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Corporation and the Administrator hereby agree as
follows:
ARTICLE I
DUTIES OF THE ADMINISTRATOR
(a) The Corporation hereby employs the Administrator to act as a manager
and administrator and to furnish, or arrange for affiliates to furnish, the
management and administrative services described below, subject to review by and
the overall control of the Directors, for the period and on the terms and
conditions set forth in this Agreement. The Administrator hereby accepts such
employment and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the obligations herein
set forth for the compensation provided for herein. The Administrator and its
affiliates shall for all purposes herein be deemed to be independent contractors
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Corporation or any of the Funds in any way or
otherwise be deemed agents of the Corporation or any of the Funds.
(b) Management Services. The Administrator shall perform (or arrange for
the performance by affiliates of) the management and administrative services
necessary for the operation of the Corporation and each Fund including
administering shareholder accounts and handling shareholder relations. The
Administrator shall provide the Corporation and each Fund with office space,
facilities, equipment and necessary personnel and such other services as the
Administrator, subject to review by the Directors, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Corporation and each
Fund, conduct relations with custodians, depositories, transfer agents, dividend
disbursing agents, other shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations with
respect to such other aspects of the business and affairs of the Corporation and
each Fund as it shall determine to be desirable.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliates to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel that it is
obligated to provide under Article I hereof. The Administrator shall pay, or
cause its affiliates to pay, compensation of all officers of the Corporation and
all Directors of the Corporation who are affiliated persons of the Administrator
or of an affiliate of the Administrator.
(b) The Corporation. The Corporation assumes and shall pay or cause to be
paid all other expenses of the Corporation and the Funds (except for the
expenses paid by the distributor of the Corporation's shares (the
"Distributor")), including, without limitation: taxes, expenses for legal and
auditing services, costs of printing proxies, shareholder reports, prospectuses
and statements of additional information, charges of the custodian, any
sub-custodian and transfer agent, expenses of portfolio transactions, expenses
of redemption of shares, Securities and Exchange Commission fees, expenses of
registering the shares under Federal, state and foreign laws, fees and actual
out-of-pocket expenses of Directors who are not affiliated persons of the
Administrator, or of an affiliate of the Administrator, accounting and pricing
costs (including the daily calculation of the net asset value), insurance,
interest, brokerage costs, litigation and other extraordinary or non-recurring
expenses, and other expenses properly payable by the Corporation or the Funds.
It also is understood that if the Administrator or any of its affiliates provide
accounting services to the Corporation or the Funds, the Corporation will
reimburse the Administrator and its affiliates for their costs in providing such
accounting services. The Distributor will pay certain of the expenses of the
Corporation incurred in connection with the continuous offering of shares of
common stock of the Corporation.
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ARTICLE III
COMPENSATION OF THE ADMINISTRATOR
Administrative Fees. For the services rendered, the facilities furnished
and expenses assumed by the Administrator, the Corporation shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of the Corporation, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information of the
Corporation, at the annual rate of 0.25% of the average daily net assets of each
Fund, commencing on the day following effectiveness hereof. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above. Payment of the Administrator's
compensation for the preceding month shall be made as promptly as possible after
completion of the computations contemplated above. During any period when the
determination of net asset value is suspended by the Directors, the net asset
value of a share as of the last business day prior to such suspension shall for
this purpose be deemed to be the net asset value at the close of each succeeding
business day until it is again determined.
ARTICLE IV
LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Administrator shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any act or omission in the management and
administration of the Corporation or any Fund, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Administrator" shall include any affiliates of the
Administrator performing services for the Corporation or its Funds contemplated
hereby and partners, shareholders, directors, officers and employees of the
Administrator and such affiliates.
ARTICLE V
ACTIVITIES OF THE ADMINISTRATOR
The services of the Administrator to the Corporation are not to be deemed
to be exclusive, and the Administrator and each affiliate is free to render
services to others. It is understood that Directors, officers, employees and
shareholders of the Corporation are or may become interested in the
Administrator and its affiliates, as directors, officers, employees, partners
and shareholders or otherwise, and that the Administrator and directors,
officers, employees, partners and shareholders of the Administrator and its
affiliates are or may become similarly interested in the Corporation as
shareholders or otherwise.
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
(a) This Agreement shall become effective as of the date first above
written and shall remain in force until November 30, 2001 and thereafter
continue from year to year, but only so
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long as such continuance is specifically approved at least annually by (i) the
Directors, or by the vote of a majority of the outstanding voting securities of
the Corporation, and (ii) a majority of those Directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time, without the payment of
any penalty, by the Directors or by the vote of a majority of the outstanding
voting securities of the Corporation, or by the Administrator, on sixty days'
written notice to the other party. [This Agreement shall automatically terminate
in the event of its assignment.]
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval. Provided, however,
that this Agreement may not be amended so as to increase the compensation of the
Administrator payable under Article III hereunder so that the aggregate fee
payable under this Agreement and the Investment Advisory Agreement, originally
made as of December 21, 1999, as amended as of January [o], 2001, by and between
Master Large Cap Series Trust and the Administrator would exceed 0.75% of the
average daily net assets of each Fund, without first obtaining the approval of a
majority of the outstanding voting securities of each Fund, in accordance with
the Investment Company Act.
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
By:______________________________________
Name:
Title:
FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
General Partner
By:_____________________________________
Name:
Title:
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Exhibit A
Individual Series of XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
XXXXXXX XXXXX LARGE CAP GROWTH FUND
XXXXXXX XXXXX LARGE CAP VALUE FUND
XXXXXXX XXXXX LARGE CAP CORE FUND
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