WS5171D
THE 00 XXXX XXXXXX TRUST
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated November 1, 1993 and amended and
restated as of January 1, 2001, between THE 00 XXXX XXXXXX TRUST, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), on behalf of each of its series and classes of
shares of beneficial interest (referred to herein individually as a "Fund"), and
Xxxxx Brothers Xxxxxxxx Trust Company, LLC (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Trust is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust has been organized for the purpose of investing its
funds in securities and has retained an investment adviser on behalf of each
Fund for this purpose and desires to avail itself of the facilities available to
the Administrator with respect to the administration of the day to day affairs
of the Trust and each Fund, and the Administrator is willing to furnish such
administrative services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
Section 1. The Trust hereby appoints the Administrator to administer
all aspects of the operations of the Trust and each Fund (except those subject
to the supervision of a Fund's investment adviser), subject to the overall
supervision of the Trustees of the Trust for the period and on the terms set
forth in this Agreement. The Administrator hereby accepts such appointment and
agrees during such period to render the services herein described and to assume
the obligations set forth herein, for the compensation herein provided.
Section 2. Subject to the supervision of the Trustees of the Trust, the
Administrator shall administer all aspects of the operations of the Trust and
each Fund (except those subject to the supervision of a Fund's investment
adviser) and, in connection therewith, shall (i) furnish the Trust with adequate
office facilities, utilities, office equipment and related services; (ii) be
responsible for the financial and accounting records required to be maintained
for each Fund (including those being maintained by each Fund's custodian) other
than those being maintained by each Fund's investment adviser; (iii) furnish the
Trust and each Fund with ordinary clerical, bookkeeping and recordkeeping
services at such office facilities; (iv) arrange, but not pay for, the
preparation for each Fund of all required tax returns and reports to its
shareholders and the Securities and Exchange Commission and the periodic
updating of its prospectus; and (v) oversee the performance of administrative
and professional services to the Trust and each Fund by others, including each
Fund's custodian, transfer agent and shareholder servicing agent.
In connection with the services rendered by the Administrator under
this Agreement, the Administrator assumes and will pay all expenses incurred by
the Administrator or by the Trust or a Fund in connection with administering the
ordinary course of business of the Trust or a Fund, other than those assumed by
the Trust herein.
The Trust assumes and will pay the expenses described below:
(a) the fees and expenses of any investment adviser or expenses
otherwise incurred for a Fund in connection with the management of the
investment and reinvestment of its assets,
(b) the fees and expenses of Trustees of the Trust who are not
affiliated persons of the Administrator, or of any entity with whom the
Administrator has subcontracted its performance under this Agreement (the
"Subadministrator") or any investment adviser of a Fund or of an investment
company in which a Fund invests its investable assets,
(c) the fees and expenses of a Fund's custodian which relate to (i) the
custodial function and the recordkeeping connected therewith, (ii) the
maintenance of the required accounting records of the Fund not being maintained
by the Administrator or the Subadministrator, (iii) the pricing of the shares of
the Fund, including the cost of any pricing service or services which may be
retained pursuant to the authorization of the Trustees of the Trust, and (iv)
the cashiering function in connection with the issuance and redemption of the
Fund's securities,
(d) the fees and expenses of a Fund's transfer agent and shareholder
servicing agent, which relate to the maintenance of each shareholder account and
the fees and expenses of any eligible institution,
(e) the charges and expenses of legal counsel and independent
accountants for the Trust and a Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to
a Fund in connection with its securities transactions,
(g) all taxes and corporate fees payable by the Trust or a Fund to
federal, state or other governmental agencies,
(h) the fees of any trade association of which the Trust may be a
member,
(i) the cost of certificates, if any, representing shares of a Fund,
(j) the fees and expenses involved in registering and maintaining
registrations of the Trust and of Fund shares with the Securities and Exchange
Commission, registering the Trust as a broker or dealer and qualifying Fund
shares under state securities laws, including the preparation and printing of
the Trust's registration statements and Fund prospectuses for filing under
federal and state securities laws for such purposes,
(k) the cost of any liability insurance or fidelity bonds,
(l) allocable communications expenses with respect to investor services
and all expenses of shareholders' and Trustees' meetings and of preparing,
printing and mailing reports and prospectuses to Fund shareholders in the amount
necessary for distribution to shareholders, and
(m) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of business of the Trust or a Fund.
General expenses of the Trust shall be allocated among the series and classes,
as the case may be, on the basis of relative net assets and direct expenses
shall be charged directly to the respective series and classes, as the case may
be.
Section 3. As full compensation for the services performed and the
facilities furnished by the Administrator, the Administrator shall receive a fee
from each Fund as identified in Appendix A hereto. Such fees are computed daily
and paid monthly at an annual rate of a percentage of the average daily net
assets of each Fund. As of the date (indicated in Appendix A) when substantially
all the investable assets of a Fund are invested in a corresponding open-end
management investment company in a two-tiered mutual fund structure, the fee
payable to the Administrator from that Fund may be reduced by 0.025% of the
average daily net assets of that Fund and shall be as identified in Appendix A.
Section 4. The Administrator assumes no responsibility under this
Agreement other than to render the services called for hereunder, and
specifically assumes no responsibilities for investment advice or the investment
or reinvestment of a Fund's assets.
Section 5. The Administrator shall not be liable for any error of
judgment or for any loss suffered by the Trust or a Fund in connection with the
matters to which this Agreement relates, except a loss resulting from wilful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Section 6. The Administrator may subcontract for the performance of its
obligations hereunder with any one or more persons; provided, however, that the
Administrator shall not enter into any such subcontract unless the Trustees of
the Trust shall have found the subcontracting party to be qualified to perform
the obligations sought to be subcontracted; and provided, further, that unless
the Trust otherwise expressly agrees in writing, the Administrator shall be as
fully responsible to the Trust for the acts and omissions of any subcontractor
as it would be for its own acts or omissions. If permitted by the
subadministration agreement between the Administrator and the Subadministrator,
the Subadministrator may authorize and permit any of its directors, officers and
employees who may be elected as officers of the Trust to serve in the capacities
in which they are elected and the Subadministrator will pay the salaries of all
personnel of the Trust who are affiliated with the Subadministrator.
Section 7. This Agreement shall become effective with respect to each
Fund on the date determined by mutual agreement of the parties. This Agreement
shall continue in effect with respect to each Fund for two years from the date
of its effectiveness and thereafter, but only so long as its continuance is
specifically approved at least annually in the same manner as an investment
advisory contract under the 1940 Act; provided, however, that this Agreement may
be terminated by the Trust at any time, without the payment of any penalty, by
the Trustees of the Trust or by a vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Trust, upon not less than 60
days' written notice to the Administrator, or by the Administrator at any time,
without the payment of any penalty, upon not less than 90 days' written notice
to the Trust. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
Section 8. Nothing in this Agreement shall limit or restrict the right
of any director, officer or employee of the Administrator who may also be an
officer or employee of the Trust to engage in any other business or to devote
his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
Section 9. During the term of this Agreement, the Trust agrees to
furnish the Administrator at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of a Fund or the public, which refer
in any way to the Administrator, prior to use thereof and not to use such
material if the Administrator reasonably objects in writing within five business
days (or such other time as may be mutually agreed) after receipt thereof. In
the event of termination of this Agreement, the Trust will continue to furnish
to the Administrator copies of any of the above-mentioned materials which refer
in any way to the Administrator. The Trust shall furnish or otherwise make
available to the Administrator such other information relating to the business
affairs of the Trust and each Fund as the Administrator at any time, or from
time to time, reasonably requests in order to discharge its obligations
hereunder.
Section 10. This Agreement may be amended only by mutual written
consent.
Section 11. The Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually and the
Administrator agrees that neither Fund shareholders nor the Trustees nor any
officer, employee, representative or agent of the Trust shall be personally
liable upon, nor shall resort be had to their private property for the
satisfaction of, obligations given, executed or delivered on behalf of or by the
Trust, that neither Fund shareholders nor the Trustees, officers, employees,
representatives or agents of the Trust shall be personally liable hereunder, and
that the Administrator shall look solely to the property of the Trust and each
Fund for the satisfaction of any claim hereunder.
Section 12. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at 00 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000, Attention: Managing Director; or (2) to the Trust at
The 00 Xxxx Xxxxxx Trust, 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Secretary.
Section 13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE 00 XXXX XXXXXX TRUST
By /s/XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By /s/XXXX X. XXXX
Xxxx X. Xxxx
APPENDIX A
Annual Fee Annual Fee
prior to con- after to con-
version to a version to a
Two-Tiered Two-Tiered
Mutual Fund Mutual Fund
NAME OF FUND Structure Structure
The 59 Wall Street
Money Market Fund 0.10% 0.095% 2
The 00 Xxxx Xxxxxx
X.X. Treasury
Money Fund 0.10% 0.075%
The 00 Xxxx Xxxxxx
Tax Free
Short/Intermediate
Fixed Income Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
Tax Exempt Money Fund1 0.10% 0.075%
1Added February 9, 1999
2 Amended May 9, 2000
For informational purposes only:
Annual Fee Annual Fee
prior to con- after con-
version to a version to a
Two-Tiered Two-Tiered
Mutual Fund Mutual Fund
NAME OF FUND Structure Structure
------------ ------------------ ---------------
The 00 Xxxx Xxxxxx
Xxxxxxx Xxxxx
Equity Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
European Equity
Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
X.X. Equity Fund 0.15% 0.125%
The 00 Xxxx Xxxxxx
Inflation-Indexed
Securities Fund 0.10% 0.075%
The 00 Xxxx Xxxxxx
International Equity
Fund1 0.15% 0.125%
The 00 Xxxx Xxxxxx
Tax-Efficient
Equity Fund2 0.15% 0.125%
The 00 Xxxx Xxxxxx
Xxxxxxxxxxxxx Xxxx0 0.15% 0.125%
The 00 Xxxx Xxxxxx
Xxxx Xxxxx Fixed Income Fund4 N/A 0.075%
The 00 Xxxx Xxxxxx
Xxxxx Market Fixed IncomeFund4 N/A 0.075%
1Added August 23, 1994. 2Added August 11, 1998.
3Added August 10, 1999. Not currently operational.
4Added May 9, 2000.
