BT0452A
ADMINISTRATION AND SERVICES AGREEMENT
AGREEMENT, made as of this 15th day of September, 1995, by and between
Bankers Trust Company, a New York banking corporation (hereinafter called
"Bankers"), and BT Global Investors, a Massachusetts business trust (hereinafter
called the "Trust").
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Trust desires to retain Bankers to render administrative
and other services, including custody, transfer agency and shareholder services,
to the Trust and/or for such separate and distinct series (each a "Fund" and
collectively, the "Funds"), which may be divided into one or more separate
classes of shares of beneficial interest ("Classes"), as may from time to time
be created and designated by the Trusttees of the Trust, and Bankers is willing
to so render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Bankers to act as
administrator, custodian, transfer agent and shareholder servicing agent of the
Trust, the Funds and/or the Classes for the period and on the terms set forth in
this Agreement. Bankers accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. DUTIES.
(a) ADMINISTRATOR. Bankers shall, on a continuous basis,
furnish the Trust with such administrative services as the Board of Trustees of
the Trust reasonably deems necessary for the proper administration of the Trust.
Without limiting the generality of the foregoing, Bankers will supply executive
and administrative services; negotiate arrangements with, and supervise and
coordinate the activities of, agents and others retained by the Trust to supply
services to the Trust and/or its shareholders; supply stationery and office
supplies; supply statistical and research data; prepare agendas and minutes and
supply supporting documentation for meetings of the Boards of Trustees of the
Trust; provide monitoring reports and assistance regarding the Trust's
compliance with its Declaration of Trust, By-Laws, investment objectives and
policies and federal and state securities laws, including monthly (or more
frequently if required) reports indicating the legal residence of each
beneficial owner (of which Bankers has knowledge) of shares of the Trust
purchased during that month; arrange for dissemination of yield and other
performance information in
newspapers; supply data processing services, clerical, accounting, bookkeeping
and recordkeeping services (including without limitation the maintenance of such
books and records as are required under the Act and the rules thereunder, except
as maintained by other agents of the Trust); calculate the net asset value, net
income and realized capital gains or losses of each of the Funds or Classes;
prepare and file reports to and filings with the Securities and Exchange
Commission and various state Blue Sky authorities, including Trust registration
statements, periodic reports, prospectuses, proxy statements and Blue Sky and
Rule 24f-2 registrations; prepare reports to shareholders of each of the Funds
and Classes; prepare and file tax returns; arrange for fidelity bond and errors
and omissions insurance coverage; and generally assist in all aspects of each
Fund's or Class' operations.
(b) CUSTODIAN. Bankers shall provide to the Trust custody
services on the terms and conditions set forth in the form of Custody Agreement
set forth as Exhibit A hereto, without giving effect to Section 13(a) thereof as
it regards compensation (but not reimbursement of out-of-pocket expenses) to
Bankers.
(c) TRANSFER AGENT. Bankers shall provide to the Trust
transfer agency services on the terms and conditions set forth in the form of
Transfer Agency Agreement set forth as Exhibit B hereto, without giving effect
to Section 3(a) thereof as it regards compensation (but not reimbursement of
out-of-pocket expenses) to Bankers.
(d) FUND ACCOUNTING AGENT. Bankers shall provide fund
accounting services pursuant to the form of Fund Accounting Services Agreement
set forth as Exhibit C hereto, without giving effect to Section 6 thereof (but
not reimbursement of out-of-pocket expenses) to Bankers.
(e) SERVICE AGENT. Bankers shall provide shareholder and
administrative services to each shareholder of the Trust. Such services shall
include the following: establishing and maintaining shareholder accounts;
processing purchase and redemption transactions; arranging for bank wires;
performing shareholder subaccounting; answering client inquiries regarding the
Funds and Classes; assisting clients in establishing and changing dividend
options, account designations and addresses; providing periodic statements
showing the client's account balance; transmitting proxy statements, periodic
reports, updated prospectuses and other communications to shareholders and, with
respect to meetings of shareholders, collecting, tabulating and forwarding to
the Trust executed proxies; and obtaining such other information and performing
such other services as the Trust may reasonably request and agree upon with
Bankers, but in each case only to the extent permitted by applicable statute,
rule or regulation. Bankers shall provide such personnel and facilities as are
necessary to render the foregoing services, shall comply with all legal
requirements relating to it, including, without limitation, any requirement to
provide Trust materials to shareholders. In addition to the above services,
Bankers shall provide each shareholder with confirmations of purchases,
redemptions or exchanges of shares of the Trust. Bankers agrees to furnish to
the Trust all such records to the extent required by regulatory authorities
having jurisdiction over the Trust or to the extent necessary due to lawful
process upon the Trust. Bankers acknowledges and agrees that, in performing the
foregoing duties, no person is authorized to make any representation concerning
the Trust other than
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such representations as are contained in the current Prospectuses, Statements of
Additional Information and printed information subsequently issued by the Trust
as information supplemental to such Prospectuses and/or Statements of Additional
Information.
(f) IN GENERAL. In the performance of all services under this
Agreement, Bankers shall act in strict conformity with the applicable provisions
of the Trust's Declaration of Trust and By-Laws; the Act, the Investment
Advisers Act of 1940 and the Securities Exchange Act of 1934, as the same may
from time to time be amended; and the investment objectives, investment policies
and other practices and policies set forth in the Trust's current Registration
Statement under the Securities Act of 1933, as amended. Bankers may delegate
some or all of its duties hereunder to other persons or entities approved by
Bankers upon notice to the Trust.
3. ALLOCATION OF EXPENSES. Bankers shall bear all expenses in
connection with the performance of its services under this Agreement.
Bankers will from time to time employ or associate with itself such
person or persons as Bankers may believe to be particularly suited to assist it
in the performance of this Agreement. The compensation of such person or persons
shall be paid by Bankers and no obligation shall be incurred on behalf of the
Trust in such respect.
Bankers shall not be required to pay and the Trust shall assume and pay
any of the following expenses incurred by the Trust: out-of-pocket expenses
specified in the forms of agreements set forth in Exhibits A and B hereto;
investment management fees; membership dues in the Investment Company Institute
or any similar organization; distribution expenses; costs of preparing, printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; taxes and fees payable to federal, state
and other governmental agencies; fees of trustees not affiliated with affiliates
of the Trust; outside auditing and legal expenses; or other expenses not
specified in this Article 3 which may be properly payable by the Trust.
4. COMPENSATION OF BANKERS.
(a) IN GENERAL. For the services to be rendered and the
payments to be made by Bankers, as provided in Sections 2 and 3 hereof, Bankers
shall receive from the Trust, accrued daily and payable monthly, an amount equal
to the annual rate of the percentage of each Fund's or Class' average daily net
assets as listed on Exhibit D hereto.
(b) FEE ACCRUAL AND PAYMENT. Remuneration under this Agreement
shall begin to accrue on the date hereof. The fee for the previous calendar
month shall be paid in a timely manner in each succeeding calendar month.
(c) PRORATION. If this Agreement commences on any date other
than the first day of a calendar month, the fee payable with respect to such
initial fractional calendar month shall be prorated according to the proportion
that such period bears to the full calendar monthly period. Upon any termination
of this Agreement before the end of a calendar month, the fee for such part of
that
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calendar month shall be prorated according to the proportion that such period
bears to the full calendar monthly period.
(d) PARTIAL TERMINATION. If any particular aspect of this
Agreement is terminated in accordance with Section 7 hereof, the fee payable
under Paragraph (a) of this Section 4 as to services for which termination has
not occurred shall be the fee agreed upon by the parties.
5. LIMITATION OF LIABILITY. Bankers shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of its obligations and duties under Sections
2(a) and (d) of this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of such
obligations and duties, or by reason of a reckless disregard thereof. As to the
duties and obligations set forth in Sections 2(b) and (c) of this Agreement, the
parties shall be governed by the standards of care and provisions for
exculpation and/or indemnification set forth in the forms of agreements set
forth in Exhibits A and B hereto, respectively.
6. DURATION OF AGREEMENT. This Agreement shall become effective on the
date of commencement of investment operation of the Trust and unless terminated
shall continue in force from year to year thereafter, but only so long as such
continuance is specifically approved annually (a) by the Trust's Board of
Trustees or by a vote of a majority of the Trust's outstanding voting securities
(as such term is defined in the Act) and (b) by a majority of the Trustees who
are not parties to this Agreement or interested persons of any such party.
7. TERMINATION OF AGREEMENT. This Agreement may be terminated on 60
days' written notice without payment of any penalty by Bankers or by the Trust
upon the vote of its Board of Trustees or upon the vote of a majority of the
Trust's outstanding voting securities. This Agreement shall automatically
terminate upon its assignment by Bankers; provided, however, that Bankers may
delegate its duties as provided in Section 2(e) hereof. Notwithstanding the
foregoing, this Agreement may also be terminated in part as to the services
specified in Sections 2(b) and (c) hereof in the manner specified in the forms
of agreements set forth as Exhibits A and B hereto, respectively.
8. REPRESENTATIONS AND WARRANTIES. Bankers and the Trust each hereby
represents and warrants to the other that it has all requisite authority to
enter into, execute, deliver and perform its obligations under this Agreement
and that, with respect to it, this Agreement is legal, valid and binding and
enforceable in accordance with its terms.
9. WAIVER. The Declaration of Trust establishing the Trust is on file
with the Secretary of the Commonwealth of Massachusetts and notice is hereby
given that this Agreement is made and executed on behalf of the Trust, and not
by the Trustees or officers of the Trust individually, and Bankers hereby
acknowledges that the obligations of or arising out of this Agreement are not
binding upon the Trustees, officers or shareholders of the Trust individually
but are binding only upon the assets and property of the Trust. With full
knowledge of the circumstances and the effect of its action, Bankers hereby
waives any and all rights that it has now, or may acquire in the future, against
any shareholder
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of the Trust, which rights arise out of any action or inaction of the Trust
under this Agreement.
10. NON-EXCLUSIVITY. The services of Bankers to the Trust hereunder are
not to be deemed exclusive and Bankers shall be free to render similar or other
services to others.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflicts of law.
12. NOTICES. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, to Xxxxxx X. Xxxxxxx, Esq., Xxxxxxx Xxxx & Xxxxxxxxx, One Citicorp
Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (if such notice is given
by Bankers), or to Bankers Trust Company, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxx Xxxxxx (if such notice is given by the Trust).
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers thereunto duly authorized as of the day and year
first above written.
ATTEST: BANKERS TRUST COMPANY
By:
Name:
Title:
ATTEST: BT GLOBAL INVESTORS
By:
Name:
Title:
BT0452A
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BT0452A EXHIBIT D
BT GLOBAL INVESTORS
SCHEDULE OF FEES UNDER THE ADMINISTRATION AND SERVICES AGREEMENT
FEE
Global High Yield Securities Fund......................................0.95%
Capital Appreciation Fund..............................................0.65%
Small Cap Fund.........................................................0.65%
International Equity Fund..............................................0.85%
Pacific Basin Equity Fund..............................................0.75%
Latin American Equity Fund.............................................0.95%
U.S. Bond Index Fund-Advisor Class ....................................0.20%
U.S. Bond Index Fund-Institutional Class ..............................0.20%
Equity 500 Equal Weighted Index Fund-Advisor Class 0.30%
Equity 500 Equal Weighted Index Fund-Institutional
Class ................................................................ 0.15%
Small Cap Index Fund-Advisor Class ....................................0.25%
Small Cap Index Fund-Institutional Class ..............................0.20%
EAFE Equity Index Fund-Advisor Class...................................0.30%
EAFE Equity Index Fund-Institutional Class ............................0.15%
